When Are Proxy Statements Due? Key Filing Deadlines

A proxy statement is a disclosure document that public companies regulated by the U.S. Securities and Exchange Commission (SEC) must provide to their shareholders. Its purpose is to provide shareholders with the necessary information to make informed decisions on matters requiring their vote, typically for annual or special shareholder meetings. This document ensures transparency between a company’s management and its shareholders, allowing them to understand key proposals, evaluate director nominees, and review executive compensation.

Key Filing Deadlines for Proxy Statements

Companies are subject to specific deadlines for filing proxy statements with the SEC and furnishing them to shareholders. These deadlines are tied to the date of the shareholder meeting and vary depending on the type of proxy statement. The definitive proxy statement, Form DEF 14A, is the final version filed with the SEC and distributed to shareholders.

For annual shareholder meetings, the definitive proxy statement (DEF 14A) is typically filed with the SEC and furnished to shareholders several weeks before the meeting. It generally occurs around 40 calendar days before the meeting date. This allows shareholders sufficient time to review the materials before casting their votes.

A preliminary proxy statement, Form PRE 14A, is required in certain circumstances before the definitive version. This preliminary filing allows the SEC to review and comment on the content. A PRE 14A must be filed with the SEC at least 10 calendar days before the date the definitive copies are first sent to shareholders.

Exceptions exist for filing a PRE 14A. It is not required if the solicitation for an annual meeting involves only routine matters. These routine matters include the election of directors, approval of accountants, or a shareholder proposal.

For special meetings, a preliminary proxy statement is always required, regardless of the proposals. Companies must factor in the 10-calendar-day review period between the preliminary and definitive filings. This additional time is important for planning the overall timeline for the special meeting.

When using the “Notice of Internet Availability of Proxy Materials” option, companies must send this notice to shareholders at least 40 calendar days before the meeting date. This notice informs shareholders that proxy materials are available online.

Content Requirements for Proxy Statements

A proxy statement must contain detailed information to enable shareholders to make informed voting decisions. This includes specific disclosures related to the meeting itself and the matters to be voted upon.

The statement must specify the date, time, and place of the shareholder meeting. It also includes information about the revocability of proxies, outlining how shareholders can change their vote after submitting a proxy. Procedures for submitting shareholder proposals for future meetings are described.

A significant portion of the proxy statement is dedicated to proposals requiring a shareholder vote. This includes the election of directors, providing background information about each nominee, including any potential conflicts of interest. Shareholders vote on these nominees, and the proxy statement details the board’s recommendations.

Executive compensation is another area requiring extensive disclosure. Proxy statements must detail the compensation of the company’s highest-paid executives, including salaries, bonuses, stock options, and other benefits. This section often includes a “Say on Pay” vote, allowing shareholders to approve executive compensation packages.

Furthermore, the proxy statement outlines any other proposals to be acted upon, such as the ratification of the independent auditor, amendments to equity plans, or significant corporate actions like mergers or restructurings. All pertinent facts about these issues must be disclosed.

Filing Process for Proxy Statements

The filing of proxy statements with the SEC is primarily done electronically through the EDGAR system. EDGAR is the SEC’s online database for corporate filings. This system ensures that documents are publicly available and easily accessible.

Before submission, the proxy statement must be prepared in a format compatible with EDGAR. This involves converting documents into the required electronic format, often XBRL for certain data points, though the main document is typically in HTML or ASCII. Companies need to obtain EDGAR access codes to submit filings.

Once prepared, the definitive proxy statement (DEF 14A) and other soliciting materials, such as the proxy card, are filed with the SEC no later than the date they are first sent or given to shareholders. If a preliminary proxy statement (PRE 14A) was required, it would have been filed earlier, at least 10 calendar days prior to the definitive filing.

Should there be any material changes or corrections needed after the initial filing, companies can submit amendments to their proxy statements. These amendments are also submitted via EDGAR. The nature of the amendment dictates the specific filing type and whether a new review period is triggered.

In addition to filing with the SEC, companies must also furnish their proxy materials to shareholders. This can be done by mailing physical copies or, more commonly, by providing electronic access via a website, accompanied by a “Notice of Internet Availability of Proxy Materials.” The annual report to shareholders, if directors are being elected, must accompany or precede the proxy statement.