The “Company Overview” in the Proxy Summary

As I’ve blogged about before, there should be some sort of overview in the proxy about topics that are addressed in other corporate documents more thoroughly. These overviews typically cover topics covered in greater detail in the Form 10-K and ESG report. Often this comes in the form of one or more “highlights” sections, such as a “Company Overview” or a “Performance Highlights” section.

A “Company Overview” helps provide context about the topics that tangentially might impact the items upon which shareholders will be voting upon. For example, a quick fact-sheet-style refresher of the business and its relative scale, combined with a summary of the key elements of the company’s strategy, can nicely set up performance disclosures.

Transparency Criteria #15 for the proxy states:

The document includes a company overview section using graphics or other visual elements that includes a summary of company strategy.

Along these lines, many companies include a graphic in their proxy that highlights the basics of their strategy. For example, a company might have a graphic entitled “Our Five-Point Plan.” That way, a reader can get the gist of the company’s strategy and decide whether they agree with it when voting upon the items on the annual meeting agenda.

For example, see the 2023 Cognizant proxy (pages 4-5):

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