What’s a proxy statement?

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A proxy statement is a document prepared by a corporation that includes information about issues facing the corporation that must be voted on by shareholders, as well as vital information about the company’s officers and current board structure. It allows shareholders to participate in any voting process required under the corporation’s founding documents. The statement typically includes information about executive officers, executive compensation, the composition of the audit committee, and the compensation structure for board members. The issuance of proxy statements must comply with regulations set forth by the Securities and Exchange Commission.

A proxy statement is a document prepared by a corporation that issues stock. The document typically includes information about issues facing the corporation that must be voted on by shareholders, as well as vital information about the company’s officers and current board structure. The statement functions as a means to inform and authorize shareholders, or those shareholders designate to function on their behalf, to participate in any voting process that is required under the corporation’s founding documents.

In most cases, a proxy statement will always include four vital pieces of information. The first involves identifying the current list of executive officers associated with the corporation. While the scope of details included about each officer varies, most will include the executive’s title and some information about the officer’s experience and educational credentials.

A proxy statement also provides shareholders with information about executive compensation. This allows shareholders to be aware of how the officers are being compensated for their efforts. With some corporations, the structure may require shareholders to vote on any proposed increase in benefits or salary associated with company officers, a fact that makes this type of information very important when considering how to vote on those proposed increases. .

Information about the composition of the audit committee that is in place is also included in the proxy statement. This allows shareholders to know who is evaluating the financial processing of the corporation and working to protect the interests of everyone associated with the business in any way. As with the amount of detail provided about executive officers, this section of the statement may include information about the credentials of each individual serving on the audit committee.

A fourth type of information that is typically included in a proxy statement is the compensation structure for board members. Like executive officers, it’s not unusual for shareholders to have a voice and vote when it comes to salary increases or benefit changes for those currently on the board. In situations where it is necessary to elect a new board member, the detail will include background information on the candidates under consideration, allowing shareholders to determine which candidate they prefer.

In the United States, the issuance of proxy statements must comply with regulations set forth by the Securities and Exchange Commission, or SEC. Other countries around the world also structure regulations regarding the nature and structure of these types of statements. In each case, the purpose is to ensure that shareholders are informed about matters affecting the integrity of their investments and to enable them to receive this information in a timely manner before they are required to deliberate or vote on issues facing the corporation.

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