Proxy Statement and Annual Report: Drafting, Solicitation, and Distribution

Summary

This practice note provides guidance relating to the rules and procedures governing the drafting, solicitation, and distribution of the proxy statement and annual report in anticipation of a reporting company's annual meeting of stockholders. The proxy statement and annual report require the issuer to fulfill extensive requirements as to the disclosures that make up their contents, as well as subject the issuer to detailed rules regarding how proxies are solicited and distributed. These filings are highly visible to a company’s shareholders, financial analysts, the press, and the market more broadly, requiring careful and thorough disclosure each time.