What is proxy voting SEC?

Rule 14a-2(b)(1) provides an exemption from most provisions of the federal proxy rules for “any solicitation by or on behalf of any person who does not, at any time during such solicitation, seek directly or indirectly, either on its own or another’s behalf, the power to act as a proxy for a security holder and does …

What are the rules regarding use of proxy?

The cardinal rules regarding issuance of a proxy are that the document must be in writing, and it must be dated and signed by the record owner or his attorney in fact. Unless indicated otherwise, the term of a proxy is 11 months from its issuance.

When must proxy materials be filed with the SEC?

10 days
SEC rules require submission of preliminary Proxy Materials to SEC at least 10 days prior to the mailing date if the company will seek stockholder action on specific matters. The possibility of SEC comments should be considered when planning printing and mailing dates.

Do SEC proxy rules apply to private companies?

The “proxy access” rules apply to all companies that are subject to the Exchange Act proxy rules — including investment companies and controlled companies — other than companies that are subject to the Exchange Act solely because they have debt securities registered under the Act.

How does proxy voting work?

Proxy voting is a form of voting whereby a member of a decision-making body may delegate his or her voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external.

Who can solicit a proxy?

Prior to each shareholders’ meeting, a public company solicits a proxy from each of its shareholders by providing a proxy statement and a proxy card (or voting instructions).

What happens if you don’t vote proxy?

For certain routine matters to be voted upon at shareholder meetings, if you don’t vote by proxy or at the meeting in person, brokers may vote on your behalf at their discretion. These votes may also be called uninstructed or discretionary broker votes.

When must a preliminary proxy statement be filed?

Five preliminary copies of the proxy statement and form of proxy shall be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good …

Who should file with SEC?

Under the Exchange Act, parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC.

Why is it called a proxy statement?

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.

Why is proxy voting important?

Usually a shareholder has the right to cast one vote per share he owns, so it is important that the shareholder casts his vote at least by a proxy. Proxy voting enables a shareholder to own shares of companies registered all over the world and influence every one of those companies’ decisions.

What are the rules for filing a proxy?

The proxy rules also govern when your company must provide shareholder lists to investors and when it must include a proposal from a shareholder in its proxy statement or information statement.

When do registered management investment companies have to file proxy votes?

The amendments also require registered management investment companies to file with the Commission and to make available to shareholders the specific proxy votes that they cast in shareholder meetings of issuers of portfolio securities. Dates: Effective Date: April 14, 2003.

How does the SEC interpretation affect proxy advisory firms?

The Commission’s interpretation does not affect the ability of proxy advisory firms to continue to rely on the exemptions from the federal proxy rules’ filing requirements.

When do companies have to comply with SEC rules?

Going Public Annual Meetings and Proxy Requirements A reporting company must comply with the SEC’s proxy rules whenever its management submits proposals to shareholders that will be subject to a shareholder vote, usually at a shareholders’ meeting.