what s in a proxy statement 
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 proxy statements can also shed light on any other perks used by executives such as the use of a company s aircraft travel and other material expenses covered by the company because the election of directors is the most important part of shareholders meetings a proxy statement goes into great detail about directors their background information and how much they had been paid in the past several years additionally a proxy statement discloses any potential conflict of interest between the company and its directors executives and auditors specifically proxy statements must list any related party transactions that occurred in the past between the company and its key personnel the statement also provides information about the company s audit committee as well as audit and non audit fees paid to its external public accountant a proxy statement indicates persons with material ownership of the company s common stock including its executive officers and directors benefits of proxy statementswhile a proxy statement is most relevant for shareholders preparing for a company s special or annual meeting this document can aid potential investors in assessing the qualifications and compensation of its management team and board of directors a finding that chief officers of an underperforming company are paid compensation significantly above those of peers may raise a red flag of excessive spending and weigh on an investor s decision of undertaking an investment also frequent and material related party transactions between the company and its executives or directors may pose a risk the company s resources are being misused and warrant further investigation proxy votingwith a proxy vote a shareholder or firm delegates the right to vote on certain company issues to a representative either because the shareholder cannot physically attend the meeting or because the representative is seen as more informed on the issue ahead of annual meetings eligible shareholders might receive a proxy ballot in the mail or digitally as well as an information booklet containing proxy materials called a proxy statement that describes what issues are up for vote shareholders most commonly vote to elect board members to approve executive compensation to approve mergers or acquisitions or to approve stock compensation plans investors who own applicable voting shares in the company as of the record date may be eligible to vote on these issues since most shareholders can t attend the company meeting they will often designate someone such as a member of the company s management team to vote for them this person is referred to as a proxy and can cast a proxy vote as per the shareholder s wishes written on their proxy card proxy votes are cast online by phone or by mail ahead of the cutoff time typically 24 hours before the shareholder meeting special considerationssometimes companies are at the mercy of what is called a proxy fight or proxy battle this occurs when a group of shareholders band together so they will have enough power to win a vote this is usually put in play in corporate takeovers 2