A proxy statement is a document that publicly traded companies must provide to their shareholders before annual or special shareholder meetings. Its primary purpose is to give shareholders the necessary information to make informed votes on important company matters such as electing directors, approving executive compensation, mergers, acquisitions, and changes to company bylaws

. Key features of a proxy statement include:

• Details on the voting procedure and how shareholders can vote, including by proxy if they cannot attend the meeting in person

• Background information about nominated directors, including their experience, other board memberships, and any potential conflicts of interest

• Information on board and executive compensation, including salaries, bonuses, stock awards, perks, and deferred compensation

• Disclosure of the audit committee members, audit and non-audit fees paid to auditors, and any related party transactions or conflicts of interest

• The company's position or recommendations on the proposals to be voted on, along with any shareholder proposals

Proxy statements are regulated by the U.S. Securities and Exchange Commission (SEC) under Schedule 14A and Regulation 14A, and companies file them as Form DEF 14A. These filings ensure transparency and help shareholders participate effectively in governance decisions

. In summary, a proxy statement is a comprehensive disclosure document that facilitates shareholder voting by providing essential governance, compensation, and corporate information ahead of shareholder meetings