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Proxy statement

The filing that sets out what shareholders are being asked to vote on, plus executive pay, board details, and large ownership stakes.

The proxy statement, filed as DEF 14A, is the most readable document a company produces. It lists director nominees, auditor ratification, pay proposals, and any request to increase authorized-shares or approve a merger.

It is also where the pay tables and the beneficial ownership table live, showing who holds more than 5% and how much stock management actually owns rather than what it has been granted.

Example: a proxy seeks approval to raise authorized shares from 200M to 600M while 210M are issued. That single line item signals capacity for up to 390M shares of future dilution.

Related: proxy-fight, annual-meeting, authorized-shares, voting-rights

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