Draft Proxy Statement Disclosure

---
name: draft-proxy-statement-disclosure-full
task_id: capital-markets/draft-proxy-statement-disclosure
description: Comprehensive proxy statement drafting from multiple source documents where the baseline produces the core disclosure sections but may miss additional disclosure obligations arising from the company’s governance and compensation profile.
activates_for: [planner, solver, checker]
---

# Skill: Draft DEF 14A Proxy Statement Disclosure

## 1. Subject-matter triage

- Treat the proxy statement as the primary deliverable and the issues-and-inconsistencies memo as secondary, but required, output.
- First assemble the filing backbone: meeting notice, voting matters, board and committee disclosures, governance, compensation, related-person transactions, security ownership, and any proposal-specific disclosure called for by the source documents.
- Before drafting, identify which disclosures are triggered by the company’s facts versus which are merely optional background; do not invent facts to fill gaps.
- If the source set spans multiple periods, classes of holders, plans, or compensation arrangements, map them separately before combining them into a single filing narrative.

## 2. Failure modes the skill is correcting

- Draft captures the main compensation and governance sections but misses conflicts across source documents or silently blends inconsistent figures, dates, or descriptions.
- Draft omits a companion memo identifying data gaps, source conflicts, and items requiring company confirmation.
- Draft fails to surface disclosure that is triggered by the company’s governance and compensation profile, including director independence, pay ratio methodology and exclusions, compensation committee discretion, ESG metric restatements, late ownership-report or insider-trading filings, equity plan disclosure consistency, controlled company status, and compensation consultant independence.
- Draft summarizes issues without tying them to the source record, the controlling authority, and the practical consequence for filing quality or shareholder understanding.
- Draft leaves unresolved placeholders where the source record is silent, rather than flagging them as bracketed attorney notes or open items.
- Draft uses inconsistent terminology for the same person, plan, metric, or period across sections, which undermines internal coherence.

## 3. Legal frameworks / domain conventions that apply

- Exchange listing standards govern director independence, committee composition, and controlled company exemptions; evaluate the relevant independence and exemption analysis against the applicable stock-exchange rules.
- Exchange Act proxy disclosure rules govern required executive compensation, governance, ownership, related-person transaction, and proposal disclosures; align the drafting to the applicable proxy statement requirements.
- CEO pay ratio disclosure requires a disclosed methodology, measurement date, identification of the median employee, and explanation of any exclusions or reclassifications used in the population.
- Compensation committee discretion should be explained with enough specificity to show why a formulaic result was adjusted and how the committee exercised judgment.
- Late ownership-report or insider-trading filings should be disclosed when required, including the filing failure, the transaction context, and any later correction.
- ESG metrics or targets that were restated should be explained as restatements, with the revised baseline or methodology described consistently across the narrative and performance discussion.
- Equity compensation plan disclosure should reconcile plan-level share availability, recent grants, and any unapproved plan usage so the tables and narrative do not conflict.
- Compensation consultant independence should be assessed and described by reference to conflicts of interest and mitigation steps, if any.

## 4. Analytical scaffolds

- Build a source-to-disclosure map before drafting: for each required section, identify the controlling source document, the relevant dates, the responsible persons, and any conflicting versions.
- For each conflict, determine the most authoritative source in the record, then preserve the losing version in the issues memo with a concise explanation of why it does not control.
- Where the source documents are silent on a required disclosure, insert a bracketed note for attorney or client follow-up rather than fabricating content.
- When a disclosure depends on multiple source items, reconcile them explicitly before drafting the final narrative so the same fact is stated once, consistently, across the proxy statement.
- For issue spotting, assess each item through three lenses: what the source says, what the filing would need to say, and what consequence follows if the gap is not closed.
- When multiple employees, plans, fiscal periods, or transaction categories are in play, enumerate them first and analyze each separately rather than collapsing them into a single representative statement.
- Use the source documents’ terminology where possible, but normalize names, titles, and period references so the filing reads as a single integrated document.
- In the memo, include a severity classification for each issue using a simple ordinal scale defined at the outset, and keep that severity applied consistently.

## 5. Vertical / structural / temporal relationships

- Keep disclosure synchronized across sections that refer to the same fact pattern: board composition, committee membership, independence determinations, ownership, and compensation amounts should not diverge from one section to another.
- Track chronology carefully for items that change over time, including employment histories, committee assignments, award decisions, restatements, trading reports, ownership filings, and measurement dates.
- If a later source supersedes an earlier one, the draft should reflect the later source while the memo records the superseded version and the reason it is displaced.
- Where a relationship between persons or entities affects a disclosure trigger, state the relationship once in the relevant section and cross-reference it elsewhere only as needed for coherence.
- If the source record contains a chain of calculations or roll-forwards, keep the intermediate assumptions visible enough to show how the end result was derived, but do not speculate beyond the record.

## 6. Output structure conventions

- Produce two Word documents: the proxy statement draft and the issues-and-inconsistencies memo.
- The proxy statement draft should read like a complete DEF 14A, using conventional proxy-statement sections and subheads rather than a checklist of source notes.
- Include bracketed attorney notes only where the source record is silent, ambiguous, or internally inconsistent.
- The issues-and-inconsistencies memo should be a standalone advisory document, not a running commentary embedded in the proxy statement.
- Give each issue entry an ordinal severity, a short description of the conflict or gap, the controlling source or authority, the recommended resolution, and the responsible follow-up owner.
- For every issue entry, state the practical consequence of leaving the item unresolved for filing accuracy, disclosure completeness, or shareholder comprehension.
- End the memo with a concise Recommended Actions section that assigns an imperative action, a responsible role, and a timing anchor tied to the filing process or source-document review.
- Before finalizing, confirm that the proxy-statement file exists, is non-empty, and contains operative disclosure rather than a mere outline, and confirm that the memo file likewise exists and contains actionable issue analysis.