Glossary

Proxy Voting Card

What is a proxy voting card?

A proxy voting card is a form that is sometimes sent out with the company’s proxy statement, used to collect shareholder’s votes on the issues shared within the statement. The shareholder can vote for or against a matter being presented. It is the voting instrument that allows registered shareholders to vote their shares whether or not they plan on attending the annual meeting.​ The proxy card is furnished and filed along with the proxy statement and is processed and printed by the company’s transfer agent or alternative service provider.​ For support and additional information, explore our Annual Meeting and Proxy Solutions. Looking to increase shareholder engagement? Download the Toppan Merrill 2025 Proxy Style Guide.

Quiet Period

Before a company’s initial public offering (IPO), the quiet period is an embargo on promotional publicity mandated by the U.S. Securities and Exchange Commission (SEC). The quiet period prohibits management teams or their marketing agents from making forecasts or expressing any opinions about the value of their company. For publicly-traded stocks, the four weeks before the close of a business quarter is also known as a quiet period.

Red Herring

A red herring is a preliminary prospectus filed by a company with the Securities and Exchange Commission (SEC), usually in connection with the company’s initial public offering (IPO). A red herring prospectus contains most of the information pertaining to the company’s operations and prospects but does not include key details of the security issue, such as its price and the number of shares offered.

Registered Shareholder

What is a registered shareholder?

A registered shareholder,​ or registered owner, is a person who directly owns stock (in certificate form) for a company. The registered shareholder will have their name and address filed on the company’s registry even if the shares were purchased by a broker. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Registration Forms

What are registration forms?

Registration forms are documents notifying the SEC of the issuer’s intent to operate as an investment company in accordance with U.S. regulations.

The first document that must be filed with the SEC is a notification of registration on SEC Form N-8A, followed within three months by a registration statement on the appropriate SEC form for the type of investment or securities company the issuer is registering. Registration forms that the issuer may submit include; SEC Form N-1A for mutual funds, SEC Form N-2 for closed-end funds, SEC Form N-3 for separate accounts offering variable annuity contracts with management investment companies, SEC Form N-4 for separate accounts offering variable annuity contracts with unit investment trusts (UITs) and SEC Form N-6 for separate accounts offering variable life insurance policies with UITs. For support and additional information, explore our investment company compliance solutions.

Roadshow

A roadshow is a critical part of the Initial Public Offering (IPO) process, where a company’s executive team and its underwriters pitch the newly formed company to prospective investors. Meetings may be held in person and virtually.

A roadshow showcases company financials and generates enthusiasm for the offering. Roadshows are regulated according to rules of the U.S. Securities and Exchange Commission and allow institutional investors to ask questions, meet management, and ultimately help set an IPO price.

For support and additional information, explore our Capital Markets Transactions solutions. 

SASB (Sustainability Accounting Standards Board)

What is SASB, the Sustainability Accounting Standards Board?

Founded in 2011, the SASB (Sustainability Accounting Standards Board) is a non-profit organization located in California. SASB was established with a goal to create standards for companies to disclose and report financial sustainability information. For support and additional information, explore our corporate compliance solutions.

Say-on-Pay Vote

What is a Say-on-Pay vote?

Say-on-Pay is the term used for the shareholders’ vote on approving top executives’ compensation packages. The votes are only required to be advisory, but each company must disclose in the Compensation Discussion and Analysis (CD&A) how its compensation policies have taken into account the results of the most recent Say-on-Pay vote.​ The Securities and Exchange Commission (SEC) also requires the formation of Compensation Committees to monitor and report on compensation issues. For support and additional information, explore our Annual Meeting and Proxy Solutions.

SEC Form 1-K

What is SEC Form 1-K?

SEC Form 1-K must be filed on an annual basis with the SEC by issuers that have completed a Tier 2 offering under Regulation A. Tier 2 comprises offerings of securities up to $50 million in a 12-month period.

This annual report, which must be filed within 120 calendar days after the end of the fiscal year covered by the report, includes two parts. Part I of Form 1-K is delivered in XML (eXtensible Markup Language) format and contains basic information on the issuer along with its Regulation A offerings.

In Part II of Form 1-K is where the issuer must disclose information on its business, directors, officers and security-holders. Disclosures must also include information on related party transactions and interest of management and others in certain transactions. The issuer must also share audited financial statements for the two most recently completed fiscal years as well as analysis of financial condition and results of operations. Form 1-K must be filed with the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our investment company compliance solutions. 

SEC Form 1-Z

What is SEC Form 1-Z?

SEC Form 1-Z must be filed with the SEC by issuers that have qualified an offering under Regulation A. This exit report must include certain types of information based on the tier of offerings.

Tier 1 issuers, comprising offerings of securities up to $20 million in a 12-month period, need to file an exit report on SEC Form 1-Z within 30 calendar days after the termination or completion of its Regulation A offering. The number of securities sold; the names of underwriters and other service providers involved as well as the fees they received; and net proceeds to the issuer must all be included in the exit report.

Certain Tier 2 issuers, comprising offerings of securities up to $50 million in a 12-month period, can file SEC Form 1-Z to discontinue the filing of ongoing reports under Regulation A. The exit report must certify that the issuer has met the requirements for terminating its ongoing reporting obligations under Regulation A. Most importantly, the issuer must disclose the approximate number of holders of record of each class of securities the issuer has offered in Tier 2 offerings.

SEC Form 1-Z, which is XML-based, is filed through the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our investment company compliance solutions.