A proxy statement is a statement required of a U.S corporation when soliciting shareholder votes.

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 of interest.
• Board compensation.
• Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation.
• The composition of the Audit and Risk Committee as well as a breakdown of audit and non-audit fees paid to the auditor.