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Proxy Statement

Draft SEC-Compliant Proxy Statements in Minutes

45 minutes with CaseMark

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Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

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Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

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Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

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Proxy Statement

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Workflow

Proxy Statement

Overview

Preparing proxy statements manually requires coordinating multiple data sources, ensuring SEC compliance across nine complex sections, and verifying citations from EDGAR filings and regulatory guidelines. Corporate counsel spend 6-8 hours cross-referencing compensation data, governance structures, and disclosure requirements while risking compliance errors that could delay shareholder meetings.

Preparing proxy statements for annual shareholder meetings requires synthesizing information from dozens of sources—board resolutions, compensation data, governance policies, and prior filings—while ensuring strict compliance with SEC Rule 14a-3 and Regulation 14A. Securities lawyers spend 40+ hours manually drafting notices, compensation disclosures, governance descriptions, and voting procedures, with constant risk of missing required disclosures or calculation errors.

CaseMark's AI analyzes your uploaded corporate documents to automatically generate comprehensive, SEC-compliant proxy statements with accurate compensation tables, director biographies, governance disclosures, and voting instructions. The system extracts specific data from prior proxies, board minutes, and compensation records to populate all required sections with company-specific details, reducing drafting time from weeks to under an hour.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Notice of Annual Meeting

  • Proxy Statement Cover and Introduction

  • Matters to be Voted On

  • Board of Directors and Governance

  • Executive Compensation

  • Related Party Transactions

  • Shareholder Proposals and Nominations

  • Voting Procedures and Revocability

  • Other Business and Additional Information

What it handles

  • Notice of Annual Meeting

  • Proxy Statement Cover and Introduction

  • Matters to be Voted On

  • Board of Directors and Governance

  • Executive Compensation

  • Related Party Transactions

  • Shareholder Proposals and Nominations

  • Voting Procedures and Revocability

  • Other Business and Additional Information

Required documents

  • Prior Proxy Statements

    Previous year's proxy statement and DEF 14A filings for reference and consistency

    PDF, DOCX

  • Board Resolutions

    Board meeting minutes and resolutions approving meeting agenda and proposals

    PDF, DOCX

  • Executive Compensation Data

    Salary, bonus, equity grants, and benefits information for named executive officers

    XLSX, PDF, DOCX

  • Director Information

    Director biographical details, committee assignments, and independence determinations

    PDF, DOCX, XLSX

Supporting documents

  • Corporate Governance Guidelines

    Board governance policies, committee charters, and code of conduct

    PDF, DOCX

  • Shareholder Proposals

    Any Rule 14a-8 proposals submitted by shareholders for inclusion

    PDF, DOCX

  • Auditor Fee Information

    Audit, audit-related, tax, and other fees paid to independent auditors

    XLSX, PDF

  • Related Party Transactions

    Director and officer questionnaires, contracts with related parties

    PDF, XLSX, DOCX

  • Compensation Consultant Reports

    Peer group analyses, benchmarking studies, and compensation recommendations

    PDF, DOCX

  • Employment Agreements

    Executive employment contracts, change-in-control agreements, and severance plans

    PDF, DOCX

  • Equity Plan Documents

    Stock option plans, restricted stock agreements, and grant records

    PDF, DOCX

  • Financial Statements

    Annual Report on Form 10-K and audited financial statements

    PDF, XLSX

Why teams use it

Generate complete 9-section proxy statements in under 15 minutes with automated SEC compliance checks

Auto-extract executive compensation data and board information from uploaded financial statements and bylaws

Verified citations from SEC EDGAR filings, Rule 14a-3, and official regulatory sources built into every section

Ensure director independence and governance disclosures meet current best practices and legal requirements

Reduce proxy statement preparation time by 97% while maintaining accuracy and regulatory compliance

Questions

What documents do I need to upload to generate a proxy statement?

At minimum, you'll need prior proxy statements, board resolutions approving the meeting agenda, executive compensation data, and director biographical information. Optional documents like governance guidelines, shareholder proposals, auditor fee schedules, and compensation consultant reports will enhance the output. CaseMark's AI extracts relevant information from all uploaded documents to populate the proxy statement with accurate, company-specific details rather than generic placeholders.

Does the AI-generated proxy statement comply with SEC regulations?

Yes, CaseMark generates proxy statements structured to comply with SEC Rule 14a-3 and Regulation 14A requirements, including all mandatory disclosures under Item 402 (executive compensation), Item 404 (related party transactions), and Item 407 (corporate governance). The system follows the required table formats for compensation disclosure and includes all necessary voting procedures and shareholder rights information. However, as with any AI-generated legal document, you should review the output for accuracy and completeness before filing.

How does CaseMark handle executive compensation tables and calculations?

The AI extracts compensation data from your uploaded files—including salary, bonuses, equity grants, pension values, and perquisites—and automatically populates the Summary Compensation Table and other required tables in the format specified by Item 402(c) of Regulation S-K. It calculates grant date fair values, totals all compensation elements, and generates supporting tables for equity grants, outstanding awards, and pay versus performance disclosure. You can review and adjust any calculations before finalizing the document.

Can I customize the proxy statement for our company's specific governance structure?

Absolutely. CaseMark analyzes your uploaded governance documents to reflect your specific board structure, committee composition, leadership model (combined or separate CEO/Chairman), and unique policies. The AI adapts the disclosure to match whether you have a classified board, majority voting for directors, proxy access provisions, or other company-specific features. You can also edit any section of the generated document to add additional context or modify language to match your preferences.

How long does it take to generate a complete proxy statement?

After uploading your documents, CaseMark generates a comprehensive draft proxy statement in approximately 45 minutes. This includes all required sections from the notice of meeting through voting procedures, compensation disclosure, governance descriptions, and shareholder proposal procedures. The time savings compared to manual drafting (typically 40+ hours) allows you to focus on strategic review and refinement rather than document assembly and formatting.

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