Proxy materials: Overview, definition, and example
What are proxy materials?
Proxy materials are documents provided to shareholders in advance of a shareholder meeting, allowing them to vote on important company matters without attending the meeting in person. These materials typically include a proxy card (a form to vote), a proxy statement (detailing the matters to be voted on), and other relevant information about the company’s governance, financials, and proposals. Shareholders who cannot attend the meeting can use proxy materials to appoint someone else (a proxy) to vote on their behalf.
Why are proxy materials important?
Proxy materials are important because they ensure that shareholders can exercise their voting rights even if they are unable to attend a meeting in person. This allows for broader shareholder participation in corporate decisions, such as the election of directors or approval of mergers. Proxy materials also help ensure that shareholders have all the necessary information to make informed voting decisions, promoting transparency and good corporate governance.
Understanding proxy materials through an example
Let’s say a public company is holding its annual shareholder meeting to vote on the election of board members and a proposed merger. A shareholder who cannot attend the meeting in person will receive proxy materials by mail or electronically. These materials will include a proxy card with voting options for the shareholder to choose from and a proxy statement outlining the candidates for the board and the details of the proposed merger. The shareholder can then submit their vote or appoint someone to vote on their behalf.
In another example, a shareholder of a company may receive proxy materials that include information on a proposed change in executive compensation or a shareholder proposal. The proxy materials will provide the details of each proposal so the shareholder can vote on these issues remotely without attending the meeting.
An example of a proxy materials clause
Here’s how a clause related to proxy materials might look in a contract:
“The Company shall distribute proxy materials to shareholders prior to the annual meeting, including a proxy statement, a proxy card with voting instructions, and any other necessary information to allow shareholders to cast their votes on the proposed matters.”
Conclusion
Proxy materials are crucial for ensuring that shareholders can participate in company decisions even if they cannot attend meetings in person. By providing all the relevant information, proxy materials allow shareholders to make informed decisions and exercise their voting rights, promoting transparency and good governance. For companies, distributing proxy materials helps ensure compliance with legal requirements and fosters trust with their investors.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.