FREQUENTLY ASKED QUESTIONS

ABOUT PROXIES
What is a proxy?
What is a proxy ballot?
What is a proxy fight?
What is a proxy statement?
What are shareholder proposals?
What is proxy access?
What are proxy advisory firms?

ABOUT THE PROXY MONITOR DATABASE
What years are included in the Proxy Monitor database?
What companies are included in the Proxy Monitor database?
How are companies in the Proxy Monitor database categorized by industry?
What are “proponents”?
How are shareholder proposals categorized in the Proxy Monitor database?

ABOUT PROXY MONITOR SEARCHES
What output is generated by a Proxy Monitor search?
How can I access the text of the shareholder proposals in the Proxy Monitor database?
How do I cross-check the Proxy Monitor output with actual proxy statements?
How can I reorganize Proxy Monitor search output?

ABOUT PROXIES

What is a proxy?

A proxy is a person to whom a principal with voting authority delegates his voting rights. Voting by proxy is the ordinary mechanism whereby common shareholders of corporations, who typically do not attend shareholder meetings, exercise their voting rights.

What is a proxy ballot?

A proxy ballot is corporate management’s submission to shareholders calling on them to exercise voting rights on various questions related to corporate governance, including the election of directors, the appointment of independent auditors, and changes to the corporation’s voting rules or corporate structure.

What is a proxy fight?

A proxy fight is a battle for shareholder proxies, typically in opposition to management. Proxy fights typically occur in takeover situations, when a group of shareholders is attempting to wrest control of the corporation from existing management.

What is a proxy statement?

A proxy statement is the document that the federal U.S. Securities and Exchange Commission requires publicly traded corporations to submit to their shareholders-of-record to inform shareholder voting at companies’ annual meetings. Proxy statements are governed by Schedule 14A of the SEC’s Rules and Regulations, promulgated under section 14(a) of the Securities and Exchange Act of 1934.

What are shareholder proposals?

Proxy ballot questions submitted by shareholders rather than corporate management are called shareholder proposals. Management typically opposes such proposals, and the sponsoring shareholder and management each summarize their opinion on corporate proxy statements.

What is proxy access?

Rules govern shareholders’ ability to gain access to corporations’ proxy ballots. While shareholders have long had the right to solicit other shareholders’ proxies through their own efforts, some have argued that shareholders should have the right to place their own nominees for director on corporate proxy ballots and proxy statements, creating competitive elections with boards’ director nominees.

What are proxy advisory firms?

Proxy advisory firms issue voting recommendations to institutional investors on proxy ballot questions including shareholder proposals.

ABOUT THE PROXY MONITOR DATABASE

What years are included in the Proxy Monitor database?

The Proxy Monitor.org database contains shareholder proposals from proxy years 2006 through 2024, where a proxy year is defined as the year in which an annual meeting for the company occurs (the actual date of proposal submission, and the record date governing which shareholders are entitled to vote, may be in the preceding year). The database also includes two types of management proposals - Advisory Vote on Executive Compensation (commonly referred to as "Say on Pay") from 2011 to present, and "Say on Frequency" proposals (see "Trending Topics" tab, "Executive Compensation" thereunder; "Subcategories" heading for a discusssion of these two proposal types).

What companies are included in the Proxy Monitor database?

The Proxy Monitor database currently includes shareholder proposals from the 250 largest publicly traded companies by revenues, as reported by Fortune magazine.

How are companies in the Proxy Monitor database categorized by industry?

Companies in the Proxy Monitor database are listed by industry according to the Standard Industrial Classification (SIC). In addition to these specific industry classifications, broader categories can be selected for search purposes. Currently, companies are only listed with a single broad industry and a single specific SIC industry classification.

What are “proponents”?

What the Proxy Monitor database calls a “proponent” is the primary sponsor of any shareholder proposal. Currently, only the primary sponsor of a proposal is stored and searchable in the database. Additional sponsors can sometimes be found listed under the “Sponsorship” category in the output for each individual shareholder proposal. Proponents can be further searched and sorted by type (e.g., individuals, labor).

How are shareholder proposals categorized in the Proxy Monitor database?

Currently, all shareholder proposals in the Proxy Monitor database are categorized as Corporate Governance (pertaining to shareholder voting rules and board structure), Executive Compensation (pertaining to management’s pay), or Social Policy (pertaining to other issues, including proposals related to lobbying and/or political spending, environmental concerns, nondiscrimination policies, human rights, or other issues unrelated to board governance or management pay).

ABOUT PROXY MONITOR SEARCHES

What output is generated by a Proxy Monitor search?

Searches on the Proxy Monitor database generate tabulated data exportable to print or download. Tabulated output includes each of the search parameters, as well as market capitalization, proposal titles, vote totals, and whether abstentions are counted in vote totals (an important determinant of the success of outside shareholder proposals). In addition, users have the option of clicking an external link to access the actual proxy statement containing each proposal.

How can I access the text of the shareholder proposals in the Proxy Monitor database?

Users can double-click each individual proposal to generate a page outlining full summary information for the proposal as well as the full text of the proposal, the sponsor’s statement, and the management’s response.

How do I cross-check the Proxy Monitor output with actual proxy statements?

For each shareholder proposal generated by any search, users have the option of clicking an external link to access the actual proxy statement containing each proposal, as shown on the website of the federal Securities and Exchange Commission.

How can I reorganize Proxy Monitor search output?

Proxy Monitor search output can be reorganized on the output screen in various ways:

• Clicking on each output column header on the output screen will sort all output alphabetically or numerically according to that output category (e.g., ordering all output by vote result).
• Users can also drag column headers horizontally to reorder vertical output columns (e.g., moving “Year” before “Company Name,” or vice versa).
• In addition, users can drag column headers to the bar above the headers to categorize output according to the column category dragged (e.g., categorizing output by year or company). More than one category can by categorized thus (e.g., sorting by year, then by company), and users can shift the categorization order by dragging the displaced column headers horizontally in the categorization bar (e.g., switching from year-by-company to company-by-year). To uncategorize output, users need only drag the displaced column headers back onto the column header bar.