Overview

The definitive proxy statement (DEF 14A) is the disclosure document companies send to shareholders before the annual meeting. It must cover meeting and voting mechanics, director nominees, beneficial ownership, executive compensation (Reg S-K Item 402, scaled for smaller reporting companies and emerging growth companies), related-person transactions, audit fees, and each proposal to be voted on. When Part III of the Form 10-K is incorporated by reference from the proxy, the proxy must fully satisfy Items 10–14 — a common failure point if sections slip or names and titles drift. This skill guides you from issuer profile and inputs through a proposal-ordered draft, Part III 10-K mapping checklist, and validation for required sections, placeholders, vote mechanics, and CD&A/table alignment.

Example Conversation

You: We’re preparing our annual meeting proxy. We have last year’s DEF 14A, updated D&O questionnaires, and the comp committee memo. Can you draft the proxy and the Part III mapping checklist?

Agent: I’ll build the proxy by proposal order and produce the Part III mapping. First, issuer profile: are you a smaller reporting company or emerging growth company, or full filer? And is this a contested director election?

You: Full filer, NYSE. No contest — routine annual meeting.

Agent: I’ve loaded the Schedule 14A outline and Reg S-K 402/403/404 references. I’ll need: record date and meeting date/time/place; quorum and vote standard for directors (plurality or majority); and confirmation that broker non-votes and abstentions are handled per your bylaws. I’ll draft the skeleton with meeting mechanics first, then director nominees and independence (with a stated basis), beneficial ownership table, exec comp tables and CD&A stub, related-person transactions, audit fees, and proposal support language. I’ll also generate the Part III mapping checklist from the asset template.

You: Record date March 15, 2026. Meeting April 30, 2026, 10 a.m. Eastern at our HQ. Majority vote for directors, plurality for other proposals. Broker non-votes don’t count for quorum or the vote. We’ll send the comp tables and ownership data in a separate file.

Agent: I’ve created output/proxy-def14a-draft.md with the structure and populated the meeting/voting section with your record date, meeting details, quorum, and vote mechanics (majority for directors, plurality for others; broker non-votes excluded). Director and comp sections have placeholders for names and figures — I’ve listed the missing inputs at the end. The Part III mapping checklist is in output/part-iii-mapping.md; I’ve flagged the timing dependency (proxy must be definitive before 10-K incorporation). Running the validator on the proxy draft now.

Agent: Running validate_def14a on output/proxy-def14a-draft.md…

0 errors | 2 warnings | 4 info

Structure: all expected section themes (meeting/voting, proposals, directors, ownership, comp, audit, related persons) appear in headings. Warnings: (1) Two potential unfilled placeholders in the director section — “[Insert biography]” and “TBD” for committee chair. (2) Independence narrative in the director section should include a stated basis (e.g., “board has determined under NYSE listing standards”). Vote mechanics: quorum, broker non-vote, majority, record date are present. Part III: no mapping section in the draft file itself — the separate checklist in output/part-iii-mapping.md covers it. Once you drop in the comp tables and D&O data, re-run the validator before finalization.

Sample Output Excerpt

Below is a representative excerpt from a proxy draft: meeting and voting mechanics, and the Part III 10-K incorporation mapping checklist.

Definitive Proxy Statement — Annual Meeting of Shareholders

Meeting and Voting

Date, time, and place. The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Meridian Industries, Inc. (the “Company”) will be held on April 30, 2026, at 10:00 a.m., Eastern Time, at the Company’s principal executive offices located at 200 Commerce Drive, Austin, Texas 78701.

Record date. Only shareholders of record at the close of business on March 15, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

Quorum. The presence, in person or by proxy, of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting.

Vote required. Directors are elected by a majority of the votes cast (votes cast “for” must exceed votes cast “against”) in uncontested elections. All other proposals require the affirmative vote of a plurality of the shares present in person or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of the director election or the approval of other proposals. Broker non-votes do not count toward quorum.

Solicitation. Proxies are solicited by the Board of Directors. The Company will bear the cost of solicitation, including the preparation, assembly, and mailing of proxy materials and the cost of proxy solicitation services if retained.

Part III 10-K Incorporation Mapping (Proxy → 10-K)

Traps flagged: Timing — if proxy is delayed, 10-K incorporation strategy may require amendment; confirm name/title/committee consistency against D&O questionnaire before filing.

Extension Tools

The skill includes one extension tool that validates a drafted DEF 14A for structure, consistency, and common compliance pitfalls.

validate_def14a scans the proxy draft and reports errors, warnings, and informational findings. You may optionally pass issuerProfile (full, SRC, or EGC) so the validator can tailor checks for scaled disclosure.

Section presence — Checks that the draft contains section headings (or equivalent) covering: meeting/voting mechanics, proposals, director nominees or governance, beneficial ownership, executive compensation, audit committee/fees, and related-person transactions. Missing themes are reported as warnings so counsel can confirm whether they are named differently or omitted by design.

Placeholders — Flags unfilled content such as TBD, [TODO], [INSERT ...], “to be determined,” and long blank fill-ins (___). These are common sources of last-minute errors when boilerplate is copied without replacement.

Director independence — In sections that discuss directors or independence, looks for independence statements (e.g., “each director is independent”) and checks whether a defensible basis is stated (e.g., “board has determined under NYSE listing standards,” “applicable independence standards”). If a broad independence claim appears without such basis, the tool adds a warning to tie the conclusion to board determination or applicable standards.

Vote mechanics — In the meeting/voting portion of the document, verifies that key terms appear: quorum, broker non-vote, plurality or majority, abstention, and record date. Missing terms are flagged so counsel can confirm vote standards and broker non-vote handling match the company’s bylaws and practice.

CD&A and tables — If the draft contains pay-for-performance, peer benchmarking, or alignment narrative, the tool checks that compensation table references (e.g., Summary Compensation Table, plan-based awards) also appear. Unsupported narrative is flagged to reduce litigation risk from overpromising.

Part III 10-K mapping — If no heading or section clearly references Part III, 10-K incorporation, or Items 10–14, the tool adds an informational note reminding users to attach or complete the Part III mapping checklist (using the skill asset) when the proxy will be incorporated by reference into the 10-K.

Scaled disclosure — When issuerProfile is SRC or EGC, the tool adds an info-level reminder to confirm that executive compensation disclosure is appropriately scaled for that filer type.

The validator outputs a short report (errors, warnings, info) that the agent can use to revise the draft before finalization.

Getting Started

Add your source materials to the project workspace — prior year DEF 14A, D&O questionnaire summaries, comp tables, equity plan details, governance documents, meeting details — then activate the SEC DEF 14A (Proxy Statement) skill. The agent will determine issuer profile, build the proxy by proposal order, populate meeting and voting mechanics, draft director and compensation sections, produce the Part III 10-K mapping checklist, and validate the draft for required sections and common traps.