Are proxy statements required?

Proxy statements must disclose the company’s voting procedure, nominated candidates for its board of directors, and compensation of directors and executives. The proxy statement must disclose executives’ and directors’ compensation, including salaries, bonuses, equity awards, and any deferred compensation.

How long does the SEC have to review a proxy statement?

The NYSE recommends submitting copies of preliminary Proxy Materials to NYSE for review. SEC rules require submission of preliminary Proxy Materials to SEC at least 10 days prior to the mailing date if the company will seek stockholder action on specific matters.

What is included in a proxy statement?

Issues covered in a proxy statement can include proposals for new additions to the board of directors, information on directors’ salaries, information on bonus and options plans for directors, corporate actions like proposed mergers or acquisitions, dividend payouts, and any other declarations made by the company’s …

What is a Schedule 14C information?

Schedule 14C is a proxy statement that an attorney prepares when a public company holds its stockholders’ meeting each year. It is required when the issuer holds special meetings to vote on corporate actions such as name changes and mergers.

What is proxy season?

Proxy season is the period during which many companies hold their annual shareholder meetings. It usually occurs in April, as most companies end their fiscal years on Dec. 31 and hold their annual meetings the following spring.

Are SEC comment letters publicly available?

The SEC is publicly releasing comment and response letters relating to disclosure filings made after August 1, 2004, and reviewed by the Division of Corporation Finance and the Division of Investment Management (see Press Release 2005-72, May 9, 2005).

What is the deadline for filing a definitive proxy?

Five preliminary copies of the proxy statement and form of proxy shall be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good …

What is a proxy defense?

A proxy fight (also known as a “proxy contest”, “proxy battle”, or “proxy war”) is an effort by the shareholder or group of shareholders of a corporation to convince other shareholders to cast their corporate votes (by granting a representative or proxy the authority to vote those shares) the way the urging …

What is a pre14c?

SEC Form PRE 14C is a preliminary document filed with the Securities and Exchange Commission (SEC). It must be filed by a registrant prior to its annual or special shareholder meetings to provide preliminary information related to a subject other than a merger, contested solicitation, or special meeting. 1

What is a definitive information statement?

“Definitive Information Statement” means the definitive information statement incorporating any SEC comments to the Preliminary. As defined in Xtant Medical Holdings, Inc. Form 8-K filing.

Can a SEC comment on a schedule 14C proxy?

The SEC may render comments to the Information Statement on Schedule 14C and request modified or additional disclosures. Unlike a Schedule 14A Proxy Solicitation, a Schedule 14C Information Statement does not solicit or request shareholder approval.

When is a proxy statement required under Rule 14a-3?

Rule 14a-3 Question: If the information in an annual report to security holders required by Rule 14a-3 is included in a proxy statement contained in a Form S-4 filed for the same security holder meeting, is a separate Rule 14a-3 annual report nevertheless required?

Are there any new rules for Proxy Disclosure?

In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes incorrect proxy disclosure for the method by which votes will be counted for director elections may necessitate new, tougher disclosure rules. [1]

What are the SEC rules for proxy solicitation?

The SEC’s proxy rules are loccated in Section 14(a) of the Exchange Act. The Section 14 Proxy Rules govern the disclosures required to solicit shareholders’ votes for certain corporate actions such as the election of directors and approving accountants.