Proxy season is when most large, publicly traded companies schedule annual meetings. Shareholders have the opportunity to vote on a variety of issues aff♕ecting the firm. The U.S. Securities and Exchange Commission provides oversight of proxy season.

What Is Proxy Season?

In annual meetings, the term proxy refers to the process by which shareholders vote on issues affecting the company without being present at the meeting. Proxy season occurs from mid-April to mid-June each year for most U.S. companies.

By law, publicly traded companies must host an annual shareholder meeting. The 澳洲幸运5开奖号码历史查询:Securities 𒅌and Exchange Commission (SE♚C) requires companies to send 澳洲幸运5开奖号码历史查询:proxy statements to shareholders before meetings. Shareholders can vote on issues addressed in the proxy statements at these meetings, either i💦n person, or in advance, by proxy.

Most companies opt to hold their annual meetings in the spring because it gives them time to prepare and audit their documents and financial records after the close of the previous fiscal year. However, some companies have meetings in the second half of the calendar year called mini-proxy season.

Annual Shareholders Meeting

Annual shareholders meetings are the primary opportunity for investors to voice their opinions about 澳洲幸运5开奖号码历史查询:stock options, equity compensation plans, the election of new board members, the board's selection of a 澳洲幸运5开奖号码历史查询:company auditor, and related concerns. They also allow shareholders to vote on proposals put forward by other shareholders and certain issues raised by company management.

SEC regulations stipulate that only shareholders with at least a $2,000, or 1%, investment in a company may make proposals. Eligible investors typically hold shares in a company by a 澳洲幸运5开奖号码历史查询:record date specified before the meeting. Shareholders whose stakes in the company weren't established by that date won't be eligible to vote in that meeting.

Proxy Voting Card and Statement

Companies may mail or issue proxy materials online. It's common for individual investors to vote by proxy using a proxy voting card. Proxy voting cards are sent with a company's proxy statement. They allow a shareholder to vote their shares without attending the meeting in person. The proxy voting card can be sent before the meeting, and votes tabulated by a company's transfer agent.

Proxy statements include information relevant to shareholder votes. Most companies issue these statements online, and the SEC also maintains records through its 澳洲幸运5开奖号码历史查询:EDGAR database. Proxy statements include information about a proposed auditing firm for the upcoming fiscal year. Shareholders have the chance to vote to ratify that decision at the meeting.

Proxy statements also feature biographies and other information about current board members, new candidates for the 澳洲幸运5开奖号码历史查询:board of directors, and details of who is running for re-election. Some companies allow "proxy access," with shareholder-nominated board candidates included in this list of potential board members.

Universal Proxy Rules

As of September 1, 2022, SEC rules requiring universal proxy cards for non-exempt director election contests went into effect. The universal proxy rules significantly altered the procedures involved in many proxy elections. They include:

• Nominee consent: Nominees for contested director positions must consent to be named in any proxy statement relating to the shareholder meeting at which directors are to be elected, not just the company's. Previously, director nominees had to consent to be listed in the proxy statement. A party could not list the other party's nominees on its card without their consent, which was not often given. This forced voting shareholders to choose between different proxy cards, putting them at a disadvantage relative to those voting in person.
• Notice: Dissident shareholders aiming to run election contests must provide notice to the company within 60 days before the anniversary date of the previous year's annual meeting.
• Advance notice bylaw provision: Shareholders must notify a company of their intent to nominate director candidates by a specified date range before the annual meeting.
• Dissident proxy statements: Dissidents are now required to file proxy statements at the later of 25 days before the shareholder meeting or five days after the company's proxy statement is filed.
• Company proxy statements: Companies must disclose deadlines for receiving notice of nominees from a dissident in their proxy statements.
• Company and dissident proxy cards: Rules include the style and information listed for contested election nominees in proxy cards for both companies and dissidents.

Regulatory Updates for Proxy Season 2025

The SEC updates the governance and disclosure requirements for the annual reporting season. Some changes for 2025 include:

• Nasdaq removed its board diversity rules from its listing standards and companies are no longer required to disclose information. Institutional Shareholder Services (ISS) will no longer consider the gender, racial, or ethnic diversity of U.S. company directors when making vote recommendations. 
• Companies must include narrative disclosure if they have adopted insider trading policies and procedures governing the purchase, sale, or disposition of securities by directors, officers, employees, or explain the reasons for the omission in Form 10-K.
• Companies must implement a clawback policy that complies with stock exchange listing standards.
• Companies must prepare their third year of pay versus performance disclosure in 2025 following Compliance and Disclosure Interpretations published by the SEC’s Division of Corporation Finance.
• Concerning increased executive security and protection measures, the SEC advised that personal security expenses may serve a business purpose, are not directly related to the performance of an executive’s duties, and may be treated as a perk for tax purposes.
  

The Bottom Line

Proxy season, which takes place in the spring each year, is several weeks in which most🐻 publicly traded companies host annual shareholder meetings. Companies preface these meetings by sending out proxy materials, including information about upcoming shareholder votes for matters that include the makeup of the board of directors, executive compensation, auditors, and more.