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Proxy Statement
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors. Contents The statement includes: *Voting procedure and information. * Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts in interest. * Board compensation. * Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company aircraft, travel, and tax gross-ups. Many companies will also include pre-determined payo ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Conflict Of Interest
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates to situations in which the personal interest of an individual or organization might adversely affect a duty owed to make decisions for the benefit of a third party. An "interest" is a commitment, obligation, duty or goal associated with a particular social role or practice. By definition, a "conflict of interest" occurs if, within a particular decision-making context, an individual is subject to two coexisting interests that are in direct conflict with each other. Such a matter is of importance because under such circumstances the decision-making process can be disrupted or compromised in a manner that affects the integrity or the reliability of the outcomes. Typically, a conflict of interest arises when an individual finds themselves occupying two soc ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Dodd–Frank Wall Street Reform And Consumer Protection Act
The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Recession, and it made changes affecting all federal financial regulatory agencies and almost every part of the nation's financial services industry. Responding to widespread calls for changes to the financial regulatory system, in June 2009, President Barack Obama introduced a proposal for a "sweeping overhaul of the United States financial regulatory system, a transformation on a scale not seen since the reforms that followed the Great Depression". Legislation based on his proposal was introduced in the United States House of Representatives by Congressman Barney Frank (D-MA) and in the United States Senate by Senator Chris Dodd (D-CT). Most congressional support for Dodd–Frank came from members of the Democratic Party; three Senate Republic ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
SEC Filings
The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information about companies they are evaluating for investment purposes. Many, but not all SEC filings are available online through the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) database. Common filing types The most commonly filed SEC forms are the 10-K and the 10-Q. These forms are composed of four main sections: The business section, the F-pages, the Risk Factors, and the MD&A. The business section provides an overview of the Company. The F-pages contain the financial statements which are either audited or reviewed by an independent auditor. The Risk Factors contain a list of all of the potential risks that exist for the company. While the MD&A contains a narrativ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Statements
Statement or statements may refer to: Common uses *Statement (computer science), the smallest standalone element of an imperative programming language *Statement (logic), declarative sentence that is either true or false *Statement, a declarative phrase in language (linguistics) *Statement, a North American paper size of 5 1⁄2 in × 8 in (140 mm × 203 mm), also known under various names such as half letter and memo *Financial statement, formal summary of the financial activities of a business, person, or other entity *Mathematical statement, a statement in logic and mathematics *Political statement, any act or nonverbal form of communication that is intended to influence a decision to be made for or by a group *Press statement, written or recorded communication directed at members of the news media *Statement of Special Educational Needs, outlining specific provision needed for a child in England *Witness statement (law), a signed document recording the evidence given by a perso ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Proxy Voting
Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external. A person so designated is called a "proxy" and the person designating them is called a "principal". Proxy appointments can be used to form a voting bloc that can exercise greater influence in deliberations or negotiations. Proxy voting is a particularly important practice with respect to corporations; in the United States, investment advisers often vote proxies on behalf of their client accounts. A related topic is liquid democracy, a family of electoral systems where votes are transferable and grouped by voters, candidates or combination of both to create proportional representation, and delegated democracy. Another related topic is the so-called Proxy Plan, or interactive representation electoral system whereby elected representatives would wield ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Proxy Fight
A proxy fight, proxy contest or proxy battle (sometimes even called a proxy war) is an unfriendly contest for the control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e., votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy. In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change. These incumbents use various corporate governance tactics to stay in power, including: staggering the boards (i.e., having different election years ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mutual Fund
A mutual fund is a professionally managed investment fund that pools money from many investors to purchase securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV in Europe ('investment company with variable capital') and open-ended investment company (OEIC) in the UK. Mutual funds are often classified by their principal investments: money market funds, bond or fixed income funds, stock or equity funds, or hybrid funds. Funds may also be categorized as index funds, which are passively managed funds that track the performance of an index, such as a stock market index or bond market index, or actively managed funds, which seek to outperform stock market indices but generally charge higher fees. Primary structures of mutual funds are open-end funds, closed-end funds, unit investment trusts. Open-end funds are purchased from or sold to the issuer at the net asset value of each share as of the close ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Investment Fund
An investment fund is a way of investing money alongside other investors in order to benefit from the inherent advantages of working as part of a group such as reducing the risks of the investment by a significant percentage. These advantages include an ability to: * hire professional investment managers, who may offer better returns and more adequate risk management; * benefit from economies of scale, i.e., lower transaction costs; * increase the asset diversification to reduce some unsystematic risk. It remains unclear whether professional active investment managers can reliably enhance risk adjusted returns by an amount that exceeds fees and expenses of investment management. Terminology varies with country but investment funds are often referred to as investment pools, collective investment vehicles, collective investment schemes, managed funds, or simply funds. The regulatory term is undertaking for collective investment in transferable securities, or short collective invest ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Court Of Appeals For The District Of Columbia Circuit
The United States Court of Appeals for the District of Columbia Circuit (in case citations, D.C. Cir.) is one of the thirteen United States Courts of Appeals. It has the smallest geographical jurisdiction of any of the U.S. federal appellate courts, and covers only one district court: the U.S. District Court for the District of Columbia. It meets at the E. Barrett Prettyman United States Courthouse, near Judiciary Square, Washington, D.C. The D.C. Circuit's prominence and prestige among American federal courts is second only to the U.S. Supreme Court because its geographic jurisdiction contains the U.S. Capitol and the headquarters of many of the U.S. federal government's executive departments and government agencies, and therefore it is the main federal appellate court for many issues of American administrative law and constitutional law. Four of the current nine justices on the Supreme Court were previously judges on the D.C. Circuit including Chief Justice John Roberts, a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Glass Lewis
Glass, Lewis & Co. (Glass Lewis) is a major American proxy advisory services company. As of spring 2019, Glass Lewis controlled 28% of the proxy advisory market for mutual funds; this makes it the second-largest company in the market behind Institutional Shareholder Services.Shu, Chong, The Proxy Advisory Industry: Influencing and Being Influenced (January 10, 2022). USC Marshall School of Business Research Paper, Available at SSRN: https://ssrn.com/abstract=3614314 or http://dx.doi.org/10.2139/ssrn.3614314 The primary service Glass Lewis provides is research and recommendations for shareholder votes by institutional investors, including a digital platform for managing these votes and reporting. A large fraction of those investors follow the recommendations of Glass Lewis in lockstep, giving it outsize importance and impact on governance across the corporate sphere. Founded in 2003, Glass Lewis is headquartered in San Francisco and has offices in New York, Washington DC, Kansas Ci ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Deferred Compensation
Deferred compensation is an arrangement in which a portion of an employee's income is paid out at a later date after which the income was earned. Examples of deferred compensation include pensions, retirement plans, and employee stock options. The primary benefit of most deferred compensation is the deferral of tax to the date(s) at which the employee receives the income. United States In the US, Internal Revenue Code section 409A regulates the treatment for federal income tax purposes of "non-qualified deferred compensation", the timing of deferral elections, and of distributions. While technically "deferred compensation" is any arrangement where an employee receives wages after they have earned them, the more common use of the phrase refers to "non-qualified" deferred compensation and a specific part of the tax code that provides a special benefit to corporate executives and other highly compensated corporate employees. Non-qualifying Deferred compensation is a written agreement ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Institutional Shareholder Services
Institutional Shareholder Services Inc. (ISS) is a proxy advisory firm. Hedge funds, mutual funds and similar organizations that own shares of multiple companies pay ISS to advise (and often vote their shares) regarding share holder votes. It is the largest such firm, with over 61 percent of the business. In response to ISS's recommendations to vote against fee-shifting provisions in the event of securities fraud litigation, corporate interests have criticized ISS and suggested that it needs to be regulated. History With Disney announcing the combination of the CEO and chairman positions on October 6, 2011, past the date of shareholder proposal deadline, and increase CEO/chair pay, ISS called for a no vote against the four Nominating and Governance Committee board members at the 2012 annual meeting. ISS recommended to clients two candidates nominated by billionaire investor Carl Icahn to the drugmaker Forest Laboratories’ board of directors in a 2012 proxy contest. In 2013 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
