Proxy Resource Center


Common Terms

Proxy - Glossary
  • Annual Meeting: A yearly convention of the management and shareholders of a company to elect the Board of Directors, provide an update on and/or consider corporate policy requiring input or a vote by shareholders. Policy considerations may include executive compensation, the issuance of stock, major transactions or amendments to by-laws. All publicly-traded corporations are required to hold at least one meeting of shareholders per year. Special meetings may also be called as needs arise.
  • Board of Directors: Group of elected members (directors) who jointly oversee the activities of a company or organization and have a fiduciary duty to represent the best interests of shareholders. 
  • Broker: An individual or firm who serves as an intermediary between buyers and sellers of financial products and makes markets, for a commission or fee.
  • By-laws: Written rules developed by a corporation to establish its internal operations and procedures.
  • Common Stock: Type of security representative of ownership in a corporation. Holders of common stock, known as shareholders, exercise their ownership interests by electing the board of directors and voting on corporate policy.
  • Contested Meeting: A meeting of shareholders convened by parties other than the company leadership to simultaneously solicit votes.
  • Contested Proposal: A proposal submitted by a shareholder that takes a different position from that submitted by the company’s management. Brokers may not vote on behalf of clients (the shareholders) with uninstructed shares on any contested matters.
  • Control Number: Typically, a unique 12-digit identification number which is used to distinguish individual shareholders voting their proxies by phone.
  • Corporate Governance: The relationship between all stakeholders in a company, i.e., shareholders directors and management, as defined by a formal corporate charter, by-laws, or policy, intended to mitigate conflicts of interest. 
  • Customer Name: Securities which are registered in the name of the customer and held directly with the issuing company. 
  • Electronic Delivery: Means for shareholders to receive an electronic copy of proxy materials, or other shareholder materials, through online services rather than via hard copy in the mail. Shareholders must consent to electronic delivery of their proxy materials.
  • Issuer: A company that develops, registers and sells securities for the purpose of financing its operations.
  • Institutional Investor: Large organizational entities with significant amounts of money to invest such as insurance companies, pension funds, investment companies and unit trusts. Institutional investors account for a majority of overall volume in the markets.
  • Investor Relations: Individuals within a company who provide investors and the financial community with material information on the company, including financial disclosures and proxy voting procedures.
  • Management: A company’s executive team and leadership responsible for overseeing a company. 
  • Notice of Internet Availability of Proxy Materials: In 2007, the Securities and Exchange Commission adopted the current “Notice and Access” regime for the distribution of proxy materials. In general, these rules permit issuers to post their proxy materials online so long as they provide shareholders with written notice of where they can find the materials. 
  • Proxy: The legal authority or means to permit a shareholder’s vote to be registered without their physical presence at an annual or special shareholder meeting. Proxy may also refer to a person empowered to act as an agent to vote on behalf of the shareholder. Shareholders may vote their proxy by mail, over the telephone or on the internet.
  • Proxy Card: A ballot by which shareholders can cast their vote on company policy proposals to be considered at an annual or special meeting. Shareholders receive and return the proxy card by mail, instead of casting their vote in person at the meeting.
  • Proxy Statement: Part of a proxy materials package, a document intended to provide an explanation of pending proposals that will be put to a vote. Issuers are required to send proxy statements to all shareholders under the Securities Exchange Act of 1934. 
  • Publicly-held company: A company that has issued registered securities through an initial public offering (IPO) and is traded on at least one stock exchange. Shares can be owned by individual or institutional investors who may buy and sell their shares at will.
  • Record Date: A record date is the date announced by a company as the official date you must be considered an owner of the company in order to participate in the annual meeting and corporate election. It usually takes three business days to settle a securities transaction in the U.S., so an investor would have to purchase the company's securities at least three business days prior to the record date to qualify to participate.
  • Quorum: The minimum acceptable level of participants with a vested interest in a company needed to make the proceedings of a meeting valid under the corporate charter. 
  • Share: A unit ownership of a corporation, mutual fund or an interest in a general or limited partnership. 
  • Shareholder: An individual or institution who owns stock in a company.
  • Special Meeting: A convention of shareholders that occurs in addition to the required annual meeting, usually to vote on special proposals.
  • Street Name: Securities which are registered in the name of a brokerage firm or bank on behalf of a customer.
  • Voting Instruction Form (VIF): A hard-copy proxy card provided in proxy materials to shareholders who are considered beneficial owners. You are a beneficial owner if your shares are held in a stock brokerage account or by a bank. A shareholder casts their proxy vote by submitting the VIF in advance of an annual or special meeting. Registered owners receive a similar proxy card. You are a registered owner if your shares are registered in your name with the company.


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