A proxy statement is a statement required of a United States firm when soliciting shareholder votes. The firm needs to file a proxy statement (14a) with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict-of-interest issues with auditors. The statement includes: 1. Voting procedure and information. 2. Background information about the company's nominated directors. 3. Director compensation. 4. Executive compensation. 5. A breakdown of audit and non-audit fees paid to the auditor.

SEC proxy rules: The term "proxy statement" means the statement required by Section 240.14a-3(a) whether or not contained in a single document.

External links

• List of items required in proxy statements in Schedule 14A (SEC) (PDF) - note: the SEC published its final rules governing disclosure on August 11th, 2006. This Schedule does not reflect the additions and changes.

The statement tells:

• Who the executive officers are
• Discusses and discloses executive compensation
• Who is on the audit committee
• Board compensation

Two required votes: All or some of the directors Ratification of the independent auditor

The statement is filed in advance of the annual meeting.

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