Frequently Asked Questions

Who is Professor Proxy^®?

Professor Proxy^® provides help understanding proxy proposals. To see how the professor explains proxy issues simply click on the icon on your voting instruction form.

Back to Top

What is an Annual Meeting?

An annual meeting is a meeting of shareholders, usually held after the end of each fiscal year, at which shareholders have the opportunity to discuss with management the company’s past performance and its outlook for the future. The agenda of the annual meeting usually includes election of directors and formal voting on resolutions proposed by management or by individual shareholders or groups of shareholders.

Back to Top

What is a Voting Instruction Form?

A voting instruction form allows shareholders to submit their votes on proposed corporate and shareholder proposals without attending a shareholder meeting in person.

Back to Top

What is a Meeting Date?

The meeting date is the date on which a company’s annual, special or any shareholders’ meeting is to be held.

Back to Top

What is a Record Date?

A record date is the date set by an issuer on which a person must be registered as a shareholder in order to vote at a shareholders’ meeting, or receive a dividend or capital gains distribution.

Back to Top

What is a Meeting Location?

The physical location where the company’s meeting of shareholders will be held. This can be company facilities, a hotel or other public meeting place or building.

Back to Top

What is a Cutoff Date?

A cutoff date is the date and time by which votes must be received, usually 5pm the business day before the meeting.

Back to Top

What is a CUSIP?

A CUSIP is a number consisting of nine characters (including letters and numbers) used to uniquely identify a company or issuer and the type of security.

Back to Top

What are Documents?

In this context, Documents refer to certain materials that are required by the Securities & Exchange Commission of registered entities. To illustrate, publicly listed companies must file, among others, annual and quarterly financial statements, the 10-K or 10-Q and a definitive proxy statement, the DEF 14A, giving full details of matters to be presented for approval at duly convened meeting of shareholders. Companies are also required to provide shareholders with an Annual Report, either in hard copy or available electronically.

Back to Top

What is a Special Meeting?

A meeting of shareholders called for a specific purpose for which, in many cases, more than a simple majority of votes from shareholders eligible to vote, is required to approve resolutions. The agenda of the special meeting can cover a merger proposal, an acquisition, an increase in the company’s share authorization, stock-based compensation or other special resolution. A special meeting may also be called in lieu of an annual meeting.

Back to Top

What is an Annual Report?

SEC regulations require public companies to submit a report to shareholders after the end of each fiscal year. The annual report is usually a state-of-the-company report, including an opening letter from the Chief Executive Officer, audited financial statements, results of continuing operations, market segment information, new product plans, subsidiary activities, and research and development activities on future programs. Many companies issue their annual report in two formats, one, a glossy brochure intended as a marketing tool, and the other, a report filed with the SEC, known as Form 10-K, which generally provides more detailed financial information.

Back to Top

What is a 10-K?

A 10-K is an audited document filed with the SEC annually by all publicly listed companies containing information on financial results and overall performance of the previous fiscal year and future outlook.

Back to Top

What is a Financial Statement?

A financial statement is a written report that summarizes a company's financial status as of a specific date and the results of its operations for a stated period. In the United States, the financial statements included in a company's annual report include its balance sheet, income (profit and loss) statement, cash flow statement and statement of shareholders equity.

Back to Top

What is a Proxy Statement?

Any person soliciting proxies from shareholders of a publicly-held company must furnish a proxy statement to shareholders. The statement must discuss the issues to be voted on at the impending shareholders' meeting. If directors are to be elected at the meeting, the proxy statement must describe the background and qualifications of each nominee. The statement also includes information about management compensation and about the performance of the company's shares in comparison to shares of comparable companies.

Back to Top

What is a DEF 14A?

A document filed with the Securities & Exchange Commission by publicly listed companies providing information on matters to be discussed and voted upon at the annual or special meeting of shareholders.

Back to Top

What is a 10-Q?

A document filed quarterly with the SEC containing unaudited financial statements.

Back to Top

What happens if I Change my Vote?

While ballot voting online offers the flexibility of changing your vote several times, only the last vote you enter before the cutoff date and time will be registered.

Back to Top

What is a Legal Proxy Request?

A legal proxy request is a request to attend a meeting and vote shares in person. Once a legal proxy request is submitted votes can no longer be submitted online.

Back to Top

What is a Legal Proxy?

A legal proxy is a document that allows a shareholder to attend a meeting and vote their shares in person. Shareholders must present the legal proxy at the meeting in order to vote their shares.

Back to Top