Master the Proxy Statement is a standalone handbook to preparing proxy solicitation materials in compliance with the Securities Exchange Act of 1934, Regulation 14A, Schedule 14A, and all applicable federal securities laws and regulations. Like its counterparts Master the 8-K and Master the 10-K and 10-Q, this step-by-step guide draws on the expertise of author Gary M. Brown to deliver clear explanations, detailed guidance, and essential practice tips. A must-have guide for securities practitioners advising companies on year-end disclosures as well as financial and other personnel who are responsible for preparing portions of a company’s proxy materials.
The second edition of Master the Proxy Statement also provides up-to-the-minute guidance on the SEC’s 2021 and 2022 rule (and proposed rule) changes and updated guidance, such as:
- Changes to the rules regarding the furnishing of proxy voting advice;
- Revised eligibility and resubmission thresholds for Rule 14a-8 shareholder proposals;
- Proposed amendments that would narrow certain grounds for exclusion of Rule 14a-8 shareholder proposals (e.g., “substantial implementation,” “duplication” and “resubmission”);
- The Commission’s return to its policy of providing written responses to no-action requests seeking to exclude shareholder proposals;
- The universal proxy rule, which is now effective for contested director elections taking place after August 31, 2022;
- Proposed rules relating to proxy statements in “de-SPAC” transactions;
- The new requirement to soon submit (on EDGAR) the “glossy” annual report to shareholders required by Rule 14a-3(b); and
- The new exhibit requirement when a fee is required in connection with filing proxy materials.