This document has been prepared to assist with review of a proxy statement on Schedule 14A and the related proxy card filed with the Securities and Exchange Commission (SEC) by domestic public companies. This document is generally limited to disclosure required for an uncontested solicitation of proxies by a company in connection with its annual meeting of security holders at which security holders will elect directors, ratify the selection of the company's auditor and approve a non-binding "say-on-pay" and/or "say-on-frequency" resolution. Where relevant it assumes a December 31 fiscal year end. Some of the discussions in this document of SEC rules, regulations, forms and other requirements, as well as applicable guidance and interpretations, are summaries. These summaries are not a substitute for review of the actual text of SEC rules, regulations, forms and interpretations or the advice of qualified legal and accounting professionals.

Please note that this document addresses applicable SEC rules and form requirements and selected requirements of the New York Stock Exchange and the Nasdaq Stock Exchange only. This document does not address requirements under Delaware or other state corporate laws, such as notice of meeting, quorum or minimum shareholder voting threshold requirements. Please note also that this document does not address SEC proxy rules that apply to asset backed issuers, registered investment companies and some other issuers, which in some cases differ significantly from those on which these tables are based.

Key changes since the preceding year for companies with a December 31 calendar year-end, as well as selected compliance reminders, are summarized under "Important Updates and Reminders" on the immediately following pages.

IMPORTANT UPDATES AND REMINDERS

Key Dates for 2023 Proxy Solicitations

 

Rule 14a-8 deadline for receipt of shareholder proposals

120 days before the anniversary date of the mailing of the company's proxy statement for the previous year's annual meeting

Determine dates related to 2024 proxy solicitation:

Advance notice bylaw deadline

The date specified by the company's advance notice bylaw provision or, if the company has not adopted an advance notice bylaw, at least 45 days before the date on which the company first sent its proxy materials for the prior year's annual meeting

 

Proxy access bylaw deadline

Varies – review company bylaws

 

Rule 14a-19 deadline

60 days prior to anniversary date of previous year's annual meeting

Preliminary proxy statement

At least 10 calendar days before definitive proxy statement is first sent or given to security holders, file as EDGAR form type PRE 14A

Broker search cards

Send request at least 20 business days before record date (Rule 14a-13)

Record date

Review state law and organizational document requirements; notify stock exchange if applicable

Notice of internet availability (if the company will conduct its proxy solicitation under SEC notice and access rules)

At least 40 days prior to meeting, file separately from definitive proxy statement as EDGAR form type DEFA14A

Definitive proxy statement and form of proxy (card)

On or before the date first sent or given to security holders:

  • Post to an internet site (other than the SEC EDGAR website); and
  • File as EDGAR form type DEF 14A .

 If the Form 10-K report "forward" incorporates Part III disclosure from the definitive proxy statement (director and officer, corporate governance and executive compensation disclosure), the company must file the definitive proxy statement not later than 120 days after the end of the prior fiscal year (May 1, 2023 for companies with a December 31 fiscal year end)

Form 8-K Item 5.07 Current Report

Report results of security holder votes not more than four business days after date of annual meeting

Form 8-K Item 5.07(d) Current Report

Report results of company's decision on say-on-frequency vote, if applicable, not later than 150 calendar days after the date of the end of the annual or other meeting in which the say-on-frequency vote took place, but in no event later than 60 calendar days prior to the deadline for the submission of shareholder proposals under Rule 14a-8 for the subsequent annual meeting, as disclosed in the company's proxy materials for the meeting at which the say-on-frequency vote occurred

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.