Review the proxy before it goes out
Built around what you are actually asking shareholders to vote on. Checks the three Regulation S-K items that carry most of the defect volume - 402 compensation, 405 delinquent Section 16 reports, 407 governance - plus related-party disclosure, the say-on-pay mechanics, and the 120-day link that decides whether Part III of your 10-K survives.
Tick what the draft actually contains. Anything left unticked is treated as missing.
Informational only - not legal advice. This checks a draft against the rules; it cannot read your proxy, and your counsel re-performs every conclusion here.
The proxy is the filing with the most rules and the least review
A proxy statement carries more discrete disclosure obligations than any other annual document a small-cap files, and it is usually assembled by the smallest team. The compensation tables come from one place, the governance disclosure from another, the related-party section from a questionnaire nobody enjoys chasing, and the whole thing is due on a date that was fixed the moment the fiscal year ended.
That date is the first thing worth checking, because it is the only defect on this list that cannot be fixed by editing the document. Part III of the Form 10-K incorporates governance and compensation disclosure from the proxy only if the definitive proxy is filed within 120 days of fiscal year end. Past that, the information goes into the 10-K itself or into an amendment - a filing nobody budgeted for, in a month when nobody has time.
The rest of the defect volume sits in three Regulation S-K items. Item 402 is the compensation disclosure, where the commonest error is arithmetic rather than judgment - a Summary Compensation Table whose columns do not foot to its own totals. Item 405 is the delinquent Section 16 reports section, where the caption itself is prescribed and the section is mandatory the moment a single report was late. Item 407 is governance: which directors are not independent, measured against the exchange's own definition rather than a general one, and what each committee does.
Then the say-on-pay mechanics, which are easy to get right and expensive to get wrong. The vote is advisory and the proxy has to say so. The frequency vote is due at least every six years, and its card must offer four choices rather than three.
What this tool does not do
This checks a draft against what you told it you are voting on. It cannot read your proxy, so every answer is yours and a tick means you decided the document contains it. It is built around the matters on your card rather than around a Schedule 14A item list, because two direct fetches of 17 CFR 240.14a-101 truncated before the schedule ended and asserting an item list that was never read end to end would be worse than not offering one. Exchange-specific listing rules are named where they bite but not applied for you.
- Read the proxy, or judge whether your disclosure is accurate, complete or well drafted
- Apply your exchange's independence definition to your directors - it tells you which definition governs, not who fails it
- Compute any compensation figure, test a Summary Compensation Table's arithmetic against your own records, or check pay-versus-performance calculations
- Equity plan share counting, dilution analysis, or whether a plan amendment needs shareholder approval under your listing rules
- Any contested-solicitation strategy - it flags that Rule 14a-19 applies and that the deadlines are unforgiving, and that is where it stops
- Your securities counsel's review, which re-performs every conclusion here and is the actual control
Frequently asked questions
When must the proxy be filed for Part III of the 10-K to incorporate from it?
Within 120 days of fiscal year end, under General Instruction G(3) of Form 10-K. Miss it and the Part III information - governance, compensation, related-party transactions, principal holders - has to go into the 10-K itself or into an amendment on Form 10-K/A. The deadline is calendar days, not business days.
What is the required caption for late Section 16 filings?
Item 405 of Regulation S-K prescribes the caption itself: "Delinquent Section 16(a) Reports". Under it, the registrant identifies each reporting person who failed to file on a timely basis during the fiscal year. If there were no late filings the section is omitted; if there were, using a different heading does not satisfy the rule.
How often is the say-on-frequency vote required?
At least once every six years under Rule 14a-21(b). The card must offer all four choices - one year, two years, three years, and abstain - because Rule 14a-4(b)(3) does not permit collapsing them. A frequency vote that was due and omitted cannot be cured after the meeting.
What does a smaller reporting company get to leave out of Item 402?
The scaled disclosure in Item 402(m) to (r): three named executive officers rather than five, two years rather than three, no Compensation Discussion and Analysis, and several tables dropped entirely. It is an accommodation, not a default - the proxy should make clear it is being used.
What changes in a contested election?
Rule 14a-19 universal proxy applies: each side's card lists all duly nominated candidates. The notice deadlines are 60 days before the anniversary of the prior year's meeting for a dissident and 50 days for the registrant, and the mechanics around them are unforgiving.