REFERENCE / A–Z
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A–Z REFERENCE

The
language.

The vocabulary required to understand ownership, proxy plumbing, standing instructions and the regulatory record.

Beneficial owner

An investor whose shares are held through a bank, broker or intermediary.

Registered owner

A holder recorded directly on the issuer’s share register.

Retail shareholder

A non-institutional holder investing for its own account; definitions vary by program.

NOBO / OBO

Non-objecting and objecting beneficial owners; whether an intermediary may disclose identity to an issuer.

Householding

Applying one enrollment choice across eligible accounts associated with the same holder.

Record date

The date used to determine which holders may vote at a meeting.

Standing voting instruction

A revocable direction intended to apply across more than one future meeting.

Override

A later meeting-specific vote that replaces the standing instruction for that vote.

Contested election

A director election with more nominees than seats available.

Broker non-vote

Shares not voted on a non-routine matter because the broker lacks instructions and discretion.

Directed voting

A persistent direction or policy for future votes.

Pass-through voting

A fund process reflecting investor-selected policies in portfolio-company votes.

Proxy

Authority given to another person to vote shares, and the mechanism used to exercise it.

Proxy adviser

A firm providing voting research, recommendations or execution services.

Proxy statement

The disclosure document describing matters to be voted on at a shareholder meeting.

Vote-processing agent

The provider recording and implementing instructions across issuers and intermediaries.

IVRVP

Issuer Voluntary Retail Voting Program.

No-action letter

A fact-specific SEC staff enforcement position; not a rule or judicial judgment.

Rule 14a-4

Federal proxy-rule provisions governing the form and authority of proxies.

Rule 14a-12

A rule addressing solicitations before furnishing a proxy statement.

Hub

A centralized interface for managing instructions across participating issuers.