Glossary

Pay Versus Performance

What is Pay Versus Performance?

On Aug. 25, 2022 the Securities and Exchange Commission (SEC) adopted a significant new rule, Pay Versus Performance, requiring companies to disclose information reflecting the relationship between executive compensation and financial performance. The rule continues the SEC’s focus on modernization by mandating Inline XBRL (iXBRL) tagging of executive compensation data in the proxy statement. The rule becomes effective for fiscal year end on or after Dec. 16, 2022. Read more about Pay Versus Performance in this blog by our expert.

PCAOB (Public Company Accounting Oversight Board)

What is the PCAOB, the Public Company Accounting Oversight Board?

The Public Company Accounting Oversight Board (PCAOB) was founded and established in 2002 as a result of the Sarbanes-Oxley (SOX) Act. The PCAOB is a non-profit organization that monitors and governs external audit firms of public companies, and sets standards to improve the reliability of audits and protect investors. Two advisory groups were also formed under the PCAOB; they are the Standing Advisory Group and the Investor Advisory Group. For support and additional information, explore our automated SOX compliance solution.

Periodic and Interim Reporting

What is periodic and interim reporting?

Periodic and interim reporting is the practice of providing company performance reports for periods shorter than a fiscal year, such as monthly, quarterly or semiannual reports. Known as periodic reports, interim reports or interim statements, these updates provide important company information between annual reporting periods.

To help protect investors and keep the public informed, regulations typically require public companies to submit company performance reports more than once a year. Although interim reports are not usually audited, companies must review them to ensure accuracy and distribute them in a timely manner.

Publicly held companies in the U.S. are usually subject to interim reporting requirements, including filing quarterly reports with Form 10-Q in addition to annual reports with Form 10-K. Quarterly reports usually include a balance sheet, income statement and statement of cash flows.

When public companies in the U.S. make important announcements, such as an executive leadership change or bankruptcy, they may also be required to file a current report with Form 8-K. Foreign companies operating in the U.S. may be required to report corporate news and press releases with Form 6-K. For support and additional information, explore our SEC reporting solutions.

Preliminary Proxy Statement (PRE 14A)

What is a preliminary proxy statement (PRE 14A)?

The preliminary proxy statement, also known as the PRE 14A, is a form required by the Securities and Exchange Commission (SEC) when there is a request of shareholder votes on items unrelated to an acquisition or a contested matter. For support and additional information, explore our Annual Meeting and Proxy Solutions and download the Toppan Merrill 2025 Proxy Style Guide to improve shareholder engagement.

Private Placement

A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on a public exchange. It is an alternative to an initial public offering (IPO) for a young company seeking to raise money to expand.

The process is sometimes referred to as a 4(a)(2) private placement. The main process that enables such a sale is the 4(a)(2) exemption to Securities and Exchange Commission (SEC) rules regarding registration of public companies. The 4(a)(2) exemption permits companies and buyers of their securities to conduct such transactions without the company first filing for registration with the SEC.

Prospectus

A prospectus is a written document used in finance to inform the public of the relevant details about an offering of securities, such as stocks, bonds, and mutual funds. The prospectus is part of a company’s registration statement, which must be filed with the Securities and Exchange Commission (SEC).

Key details on a prospectus include the number of units, the offering price, and how the company intends to use the capital it raises from the sale. Companies update their prospectuses each year. Investors can obtain prospectus reports by visiting the SEC EDGAR database.

For support and additional information, explore our IPO Filing Solutions.

Proxy Agreement

What is a proxy agreement?

A proxy agreement is an agreement that grants authority to an individual to do legal tasks for another individual. An example of this would be when a shareholder assigns permission to a person to vote on their behalf. To grant permission, the shareholder would need to complete a proxy form to authorize and designate this person to vote on their behalf. For support and additional information, explore our Annual Meeting and Proxy Solutions. Download the Toppan Merrill 2025 Proxy Style Guide to improve your shareholder engagement.

Proxy Season

What is a proxy season?

Proxy season is the time between mid-April to mid-June when most large, publicly traded companies host their annual meeting, and when the shareholders go over the company’s financial performance and then vote on issues stated on the proxy voting card. For support and additional information, explore our Annual Meeting and Proxy Solutions and the Toppan Merrill 2025 Proxy Style Guide.

Proxy Solicitor

What is a proxy solicitor?

A proxy solicitor is a specialist firm hired to help issuers gather proxy votes. Issuers hire solicitors as an insurance policy to help drive shareholder voting for non-discretionary (non-routine) proposals, New York Stock Exchange (NYSE) regulatory changes regarding equity plans, and majority voting on director elections. ​Proxy Solicitors utilize shareholder lists to proactively contact shareholders to explain proposals and encourage voting. Ultimately, the solicitor’s job is to increase the shareholder vote. For support and additional information, explore our Annual Meeting and Proxy Solutions and the Toppan Merrill 2025 Proxy Style Guide.

Proxy Summary

What is a proxy summary?

A proxy summary is an added feature to a company’s proxy statement. It is the most common feature of upgraded proxy statements. It is a three-to-five-page summary that focuses on key voting issues, corporate governance, compensation, and business results. A company can use infographics to draw the reader’s attention to key points and makes the summary visually appealing. For support and additional information, explore our Annual Meeting and Proxy Solutions. You can also download the Toppan Merrill 2025 Proxy Style Guide.