Proxy statement

Also found in: Wikipedia.

Proxy statement

Document intended to provide shareholders with information necessary to vote in an informed manner on matters to be brought up at a stockholders' meeting. Includes information on closely held shares. Information required by the SEC that must be provided to shareholders who wish to vote for directors and on other company decisions by proxy.

Proxy Statement

In publicly-traded companies, a statement indicating the transfer of a right to vote to another individual or group of individuals. At the annual meeting, shareholders who are unable to attend may give proxy to other shareholders, the board of directors, or some other representative. The persons with proxy are usually expected to vote as the shareholder would wish. Most companies encourage shareholders to vote by proxy if they are unable to come to the annual meeting as this gives decisions the greatest possible legitimacy.

proxy statement

The material accompanying solicitation of a proxy from stockholders. The proxy statement lists the items to be voted on including nominees for directorships, the auditing firm recommended by directors, the salaries of top officers and directors, and resolutions submitted by management and stockholders. Proxy statements are required by the SEC.

Proxy statement.

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.