Also known as: proxy statements · DEF 14A
Written by attorneys · grounded in primary & secondary sources — see below
A disclosure document that a corporation furnishes to shareholders when soliciting proxies for a shareholders' meeting. The document contains the information required by SEC rules about the matters to be voted on, including biographical details on director candidates and financial information relevant to the proposals.
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Paragon Construction adopted a bylaw allowing qualifying long-term shareholders to place director nominees in company proxy materials. Patricia Patel met the ownership and notice conditions and submitted her candidate. The corporation placed the nominee on the proxy card and in the accompanying proxy statement for the annual meeting.
Prism Analytics's controlling shareholder proposed a going-private merger. The special committee negotiated the price and the company issued a proxy statement describing the committee's meetings, financial advisor analysis, and final recommendation to shareholders.
Pacific Bank issued a proxy statement containing misleading statements about a merger. After the SEC obtained an injunction based on the same statements, a shareholder class action moved for summary judgment asserting that the bank was collaterally estopped from relitigating the falsity issue.
Patriot Insurance sent a proxy statement for a charter amendment that failed to disclose the board's conflicts. Shareholders challenged the adequacy of the disclosures under Delaware law, arguing that the omissions prevented informed voting.
Preston Pratt's class action alleged that Basic Inc. made misleading statements in a proxy statement about a potential merger. The court held that the solicitation itself supplied the causal link between the defect and the shareholder vote without requiring individualized proof of reliance.
Paige Porter's company launched a proxy contest to replace the board of Chris-Craft Industries. The proxy statement detailed the dissident slate and the reasons for the challenge, prompting the target to prepare its own opposing solicitation materials.
Yes. Modern corporate statutes authorize bylaws that require the corporation, when it solicits proxies for director elections, to include one or more shareholder-nominated candidates in the proxy statement and on the proxy card, subject to reasonable procedures and conditions set forth in the bylaws.
The proxy statement must include biographical information about the candidates, the time and place of the meeting, the revocability of the proxy, the identity of the solicitor, and other disclosures required by Schedule 14A.
…v. United States, 406 U. S., at 153-154. Similarly, we did not require proof that material omissions or misstatements in a proxy statement decisively affected voting, because the proxy solicitation itself, rather than the defect in the solicitation materials, served as an essential link in the transaction. See Mills v.…
…(the corporation) and its officers and directors, in the District Court, alleging that they had issued a false and misleading proxy statement in connection with a merger. In a separate action the Securities and Exchange Commission (SEC) sued the same defendants for violation of the federal securities laws based on the same
…the Merger was then put before MFW’s stockholders for a vote. On November 18, 2011, the stockholders were provided with a proxy statement
…at 280 (tender offer circular); Gerlach , 139 A.2d at 591. Two factors explain our emphasis on the adequacy of disclosures in proxy statements
…as a most effective weapon in the enforcement of the proxy requirements. The Commission advises that it examines over 2,000
Yes. The statute expressly permits bylaws to condition proxy access on procedures and conditions such as minimum ownership percentages, holding periods, and advance notice, so long as the conditions are consistent with law and the articles.
Yes. Shareholders may expressly reserve exclusive power to amend or repeal a specific bylaw, thereby cutting off the board's concurrent amendment authority with respect to that provision.
The corporation may limit the number of nominees included to honor the cap, because the statute allows bylaws to impose conditions and the board retains authority to apply those conditions in a manner that produces an orderly process.