What It Is:
A proxy is the common name for the Securities and Exchange Commission (SEC) Form 14-A (the "proxy statement"), which is the document containing the voting ballot and material information related to the propositions to be determined.
How It Works/Example:
Shareholders in corporations have the right to vote on matters such as electing directors, selecting an auditor, approving a merger, or selling the company. The SEC requires public companies to file proxy statements prior to the companies' annual shareholder meetings; the objective is to inform shareholders of the meeting, what matters are up for a vote, and instructions for voting. The proxy statement contains background information so that shareholders can make informed voting decisions. Proxy statements often reveal the relationships between board members and management (i.e., family ties, prior professional relationships, etc.)
Shareholders can vote by mailing their ballots; they don't have to attend the company's annual meeting or vote in person. In many cases, shareholders don't actually receive a proxy statement in the mail if they own shares indirectly, as is the case with mutual funds (in that situation, shareholders own shares of the mutual fund rather than shares of the underlying assets).
Why It Matters:
One of the most basic rights of shareholders is the right to vote. The proxy and the voting process it is associated with are manifestations of this most fundamental right. Shareholders are the owners of a company, and they can use their votes to influence a company, sometimes against management's wishes. These are called callable preferred stock fights.
One type of information that is often of particular interest is management compensation data. Companies must disclose how much particular executives are making and how those executives are compensated. For example, a proxy may disclose that a CEO is bonused a certain amount when the company achieves a certain percentage of customer growth; this is helpful to shareholders because it might explain why the CEO is focused on advertising campaigns rather than infrastructure or product development.