Overview
Master the Proxy Statement is an easy-to-use handbook on 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 and for financial and other personnel who are responsible for preparing portions of a company’s proxy materials.
The third edition of Master the Proxy Statement also provides up-to-the-minute guidance on the SEC’s 2023 rule (and proposed rule) changes and updated guidance, such as:
- Implementation of the “pay versus performance” disclosures and related Compliance and Disclosure Interpretations (C&DIs);
- The latest on “clawback” disclosures (including iXBRL tagging) and policies, including a template clawback policy;
- New disclosures (including iXBRL tagging) regarding insider trading policies (beginning after 2024);
- New disclosures (including iXBRL tagging) regarding policies and practices relating to the grant of certain equity awards close in time to the release of material nonpublic information (beginning after 2024);
- Revised eligibility and re-submission 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 adoption of an online shareholder proposal form for the submission of Rule 14a-8; and
- New C&DIs regarding the universal proxy rule, which was effective for contested director elections taking place after August 31, 2022.