Blog Public Company Advisory Blog March 22, 2022

Proxy Statement Voting Disclosures

Every year public companies need to disclose the voting standards applicable to proposals included in their annual meeting proxy statements. To assist public companies with such disclosures, we have prepared a Proxy Statement Voting Disclosures memo.  We tried to have a little fun with this one and have used baseball as a theme to present the information.

It is essential for public companies to properly disclose in proxy statements the vote required to approve a particular proposal and the treatment and effect of broker non-votes, abstentions, and withhold votes. While such disclosures are required by Item 21 of Schedule 14A of the proxy rules, the voting standards and treatment of abstentions, broker non-votes, and withhold votes is a matter of state law and requires review of a company’s charter, bylaws, and state corporate law.

The Proxy Statement Voting Disclosures memo contains sample disclosures that may be useful in preparing proxy statements or in ensuring that proxy statement disclosure is accurate. We have attempted to provide sample disclosures in both narrative and chart form. Of course, each public company’s charter and bylaws are different, and companies are incorporated in various states, so it remains imperative when preparing and reviewing these disclosures that a company review its charter, bylaws, and state corporate law.

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