Definition
The term proxy statement refers to a document companies provide to their shareholders outlining decisions the company will discuss at a special or annual shareholder meeting. The Securities and Exchange Commission requires companies to provide a definitive proxy statement to shareholders prior to a vote on important matters.
Explanation
Publicly-traded companies are required by federal securities laws to disclose certain operating and financial information on an ongoing basis. A definitive proxy statement, also known as Form DEF 14A or Statement 14A, is a document that is filed with the Securities and Exchange Commission that discloses to shareholders facts and information concerning issues that require a vote by holders of the company's stock.
A definitive proxy statement must be provided to shareholders at least forty days prior to a special or annual meeting. Typically, companies will provide a copy of the company's annual report along with this document. The types of matters usually presented on these forms include:
Nominees for Election to the Company's Board of Directors
Approval of Executive Compensation (inclusive of salaries, bonuses, stock awards and deferred compensation)
Ratification of an Independent Registered Public Accountant
Approvals of Stock Purchase Plans
Approvals of Incentive Compensation Plans
Companies will normally include a "catch all" topic on this statement, which will use language such as "To transact other business that may properly come before the Annual Meeting."
Related Terms
Also known as a statement of financial position, the balance sheet is used to show the financial health of a company at a particular point in time. The balance sheet consists of assets, liabilities, and owner's equity in the company. It is one of the four key financial statements issued by public companies.
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The income statement is a financial accounting report that demonstrates how net income, or profit, is derived from revenues. The main categories appearing on an income statement include revenues, cost of goods sold, operating expenses, non-recurring items and net income.Moneyzine EditorNovember 6th, 2024
The cash flow statement is a financial accounting report that demonstrates how cash flows both into and out of a company. Cash flow statements provide investors and analysts with insights into the change in cash and cash equivalents in a given accounting period.Moneyzine EditorNovember 6th, 2024
The term Form 10-K refers to an annual report that summarizes the business and financial performance of a company. Form 10-K is a detailed document, which is produced by companies at the close of their fiscal year. The document contains a large number of audited financial statements that publically-traded companies are required to file with the Securities and Exchange Commission each year.Moneyzine EditorNovember 6th, 2024
The term Form 10-Q refers to a quarterly report that summarizes the business and financial performance of a company. Form 10-Q is a detailed document, which is produced three times each year and contains a number of unaudited financial statements publicly-traded companies are required to file with the Securities and Exchange Commission.Moneyzine EditorNovember 6th, 2024
The term Form 8-K refers to a report that summarizes material events that may be of importance to the Securities and Exchange Commission or investors. The Form 8-K is used to describe a number of material events as they occur. Regulations require companies to file this report with the Securities and Exchange Commission within four days of the event.Moneyzine EditorNovember 6th, 2024
The term annual report refers to a document that summarizes the operating and financial performance of a company over the course of a year. An annual report is typically distributed to shareholders along with a definitive proxy statement approximately forty days prior to the company's annual stockholder meeting.Moneyzine EditorNovember 6th, 2024
