Say-on-pay Vote

Required by law, most public companies must periodically (at least every three years) provide their shareholders with an advisory vote on the compensation of the most highly compensated executives. Companies are required to disclose (usually in a proxy statement [hyperlink to defined term]) how their compensation policies and decisions have taken into account the results of their most recent say-on-pay vote.

Broker Vote

For certain routine matters to be voted upon at shareholder meetings, if you don’t vote by proxy or at the meeting in person, brokers may vote on your behalf at their discretion. These votes may also be called uninstructed or discretionary broker votes. There are stock exchange rules regarding which routine matters brokers may vote upon.

Proxy Statements

A document sent to shareholders letting them know when and where a shareholders’ meeting is taking place and detailing the matters to be voted upon at the meeting.  You can attend the meeting and vote in person or cast a proxy vote

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Corporate Governance

A framework which may include rules and regulations, corporate charter and bylaws, formal policies, as well as customs and other processes, that determines the leadership, organization, and direction of a company.

Board of Directors

A group of people elected by shareholders to oversee the management of a corporation.

Dividend

A portion of a company's profit paid to shareholders. Public companies that pay dividends usually do so on a fixed schedule although they can issue them at any time. Unscheduled dividend payments are known as special dividends or extra dividends.

Public Company

A company that offers its securities through an offering and now has those securities traded on the open market.

Mergers

Mergers are transactions involving the combination of generally two or more companies into a single entity. The need for shareholder approval of a merger is governed by state law.  Typically, a merger must be approved by the holders of a majority of the outstanding shares of the target company.

Proxy Voting

A way for shareholders to vote for corporate directors and on other matters affecting the company without having to personally attend the meeting.