Glossary

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10-Day Rule

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NYSE Rule 452 allows brokers to vote on certain routine proposals if the beneficial owner of the stock has not provided voting instructions to the broker at least 10 days before a scheduled shareholders meeting. The 10-day rule can be an important factor in companies ...
Created By: Russell Benasaraf 03-18-2014
Last Updated By: Russell Benasaraf 03-18-2014

Advisory Vote

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A non-binding shareholder vote on a proposal, e.g., say-on-pay.
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Affidavit of Mailing

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An affidavit that states the start date, completion date, piece count, number of enclosures, etc., of a shareholder mailing.
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Annual Meeting

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Under state corporate laws and exchange listing standards, public companies are required to hold an annual shareholders meeting at which certain corporate business is conducted, including the election of directors. Certain types of matters, such as the election of directors, ...
Created By: Russell Benasaraf 01-08-2014
Last Updated By: Russell Benasaraf 03-17-2014

Annual Report

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In connection with their annual meetings, reporting companies are required by the SEC to send annual reports to their shareholders that meet the minimum requirements set forth under Rules 14a-3 and 14c-3 under the Securities Exchange Act of 1934. The traditional "glossy" ...
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Articles of Incorporation

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Also referred to as a Certificate of Incorporation (for companies incorporated in Delaware), articles or charter, a company's articles of incorporation are filed with the state under whose laws the company is incorporated and are among the company's principal governing ...
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Audit

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Public companies are required to have their annual financial statements audited by a registered independent accounting firm for the purpose of producing audited statements and an auditor's report. An audit is a careful examination of a company's accounting records and ...
Created By: Russell Benasaraf 01-08-2014
Last Updated By: Russell Benasaraf 03-17-2014

Audit Committee Financial Expert

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The SEC rules implementing Section 407 of the Sarbanes-Oxley Act require companies to disclose in their Form 10-K whether the board of directors has determined that the company has at least one audit committee financial expert on the audit committee - and if not, why ...
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Ballot

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An issuer card or vote instruction form (paper or electronic) that details the proposals to be voted on at a shareholders meeting, and allows for shareholders to make their elections.
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014

Beneficial Owner

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A beneficial owner (or holder) refers to a person or entity that holds shares through a custodian - usually a broker or bank. This individual or company is the true owner of the shares and is entitled to the benefits of ownership, e.g., voting, dividends.
Created By: Russell Benasaraf 03-17-2014
Last Updated By: Russell Benasaraf 03-17-2014