Proxy Statement

---
name: proxy-statement
description: >-
  Drafts a SEC Regulation 14A / Rule 14a-3 compliant annual meeting proxy
  statement (DEF 14A) covering notice, governance, executive compensation,
  related-party transactions, shareholder proposals, and voting procedures.
  Use when preparing proxy materials, annual meeting notices, or shareholder
  vote disclosures. Trigger: proxy statement, DEF 14A, annual meeting, proxy
  solicitation, say-on-pay, auditor ratification, Regulation 14A, Rule 14a-3.
tags:
  - corporate
  - drafting
  - memo
  - regulatory
  - research
---

# Annual Meeting Proxy Statement

Drafts a compliant DEF 14A proxy statement satisfying Regulation 14A disclosure requirements and enabling informed shareholder voting.

## Quick Start

1. Collect inputs per the intake table below.
2. Confirm facts from uploads — flag gaps with `[TO FILL]`, never guess.
3. Draft sections in prescribed order using section checklists.
4. Apply vote-treatment matrix to each proposal.
5. Cross-reference related sections (CD&A ↔ say-on-pay, auditor fees ↔ audit committee).

## Prerequisites

1. Meeting logistics: date, time, location/virtual platform, record date, notice timing.
2. Charter, bylaws, committee charters, governance guidelines, board resolutions, listing standards (NYSE/Nasdaq).
3. Prior-year proxy and current board-approved proposals.
4. D&O questionnaires and independence determinations.
5. Executive compensation data, plans, grants, committee materials.
6. Auditor engagement and fee breakdowns (last two fiscal years).
7. Related-party transaction inventory and approval policies.
8. Shareholder proposals/nominations received; Rule 14a-8 correspondence.
9. Form 10-K and fiscal year-end date.
10. IR contact info and principal offices address.

## Intake Table

Populate from uploads; confirm accuracy before drafting.

| Field | Required Detail |
|---|---|
| Meeting date/time | Local TZ, vote-submission cutoffs |
| Location/virtual | Address or platform, access steps |
| Record date | Date, statutory/bylaw compliance |
| Notice window | Statutory and bylaw windows |
| Proposals | Title, sponsor, board recommendation |
| Voting standards | Per proposal |
| Share classes | Voting rights, cumulative voting y/n |
| Board roster | Nominees, continuing directors |
| Committee info | Members, chairs, meeting counts |
| Compensation data | NEO list, table inputs |
| Auditor | Firm, fees, pre-approval policy |
| Related party | Transactions > $120,000 |
| Shareholder proposals | Rule 14a-8 details |

## Section Order

1. Notice of Annual Meeting
2. Proxy Statement Cover and Introduction
3. Matters to Be Voted On
4. Board of Directors and Governance
5. Executive Compensation (CD&A + tables)
6. Related-Party Transactions
7. Shareholder Proposals and Nominations
8. Voting Procedures and Revocability
9. Other Business and Additional Information
10. Signature and Date

## Section Checklists

### 1. Notice of Annual Meeting

- Date, time, location/virtual platform.
- Record date with statutory/bylaw compliance.
- Matters to be voted on, listed with specificity.
- Delivery timing window (statute + bylaws).
- Delaware: cite DGCL §222 (notice) and §213 (record date) if applicable.

### 2. Cover and Introduction

- Board solicits proxies; pays solicitation costs.
- Approximate first mailing date.
- Voting rights by class; cumulative voting status.
- Voting methods with step-by-step instructions.
- Revocation rights and methods.
- Proxy materials availability (company site, EDGAR, paper).

### 3. Matters to Be Voted On

- Each proposal with board recommendation.
- Vote standard for approval.
- Effect of abstentions and broker non-votes (use matrix below).
- Director election standard and consequences (plurality/majority).
- Auditor ratification: fees + pre-approval policy.
- Say-on-pay / say-on-pay frequency if applicable.
- Shareholder proposals presented as submitted; Rule 14a-8 eligibility + board response.

### 4. Board and Governance

- Director bios: five-year employment, other public boards.
- Skills/qualifications matrix.
- Board size, meeting count, attendance.
- Committee membership, chairs, meeting counts, charter availability.
- Independence determinations (listing standards).
- Leadership structure; lead independent director role.
- Risk oversight framework.

### 5. Executive Compensation

- CD&A per Item 402(b).
- Summary Compensation Table (three fiscal years).
- Grants of Plan-Based Awards.
- Outstanding Equity Awards at FYE.
- Option Exercises and Stock Vested.
- Pension Benefits / NQDC tables as applicable.
- Pay vs Performance — Item 402(v).
- CEO pay ratio — Item 402(u).
- Compensation committee report; consultant disclosures.

### 6. Related-Party Transactions

- Item 404(a) disclosures: amounts, interests.
- Approval policy and approving body.
- Identification and monitoring process.

### 7. Shareholder Proposals and Nominations

- Rule 14a-8 deadline, submission address.
- Eligibility thresholds and ownership-proof requirements `[VERIFY current thresholds]`.
- 500-word limit; exclusion bases summary.
- Advance-notice bylaw deadlines and required information.
- Proxy access procedures if in bylaws.

### 8. Voting Procedures

- Proxy card signature rules.
- Telephone/internet voting steps and deadlines.
- In-person/virtual voting, registration steps.
- Revocation mechanics.
- Discretionary authority for other matters.
- Broker voting: routine vs. non-routine.
- Inspector of elections; Form 8-K results timing.

### 9. Other Business

- Form 10-K availability; non-incorporation statement.
- How to request copies; contact details.
- Governance documents and code-of-ethics availability.
- Board communications process.

## Vote-Treatment Matrix

| Vote Standard | Abstentions | Broker Non-Votes |
|---|---|---|
| Plurality (directors) | No effect | No effect |
| Majority of votes cast | Not counted | Not counted |
| Majority of outstanding | Same as against | Same as against |

## Templates

### Notice of Annual Meeting