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The Securities and Exchange Commission (SEC) requires that all publicly traded companies provide a proxy statement to their shareholders prior to the annual meeting.
The proxy statement presents the candidates who have been nominated to the board of directors and any proposed changes in corporate management that require shareholder approval.
The statement also states the position the board of directors takes on the nominations and proposals. By law, the proxy statement must also present shareholder proposals even if they are at odds with the board's position.
SEC rules also require that the proxy statement shows, in chart form, the total compensation of the company's five highest paid executives and compares the stock's performance to the performance of similar companies and the appropriate benchmark.