# Extract Shareholder Proposal Terms From Proxy Materials > Agents extract shareholder proposal terms and summarize proxy materials by topic, including voting outcomes, board recommendations, prior-year history, director relationships, committee composition issues, proxy access mechanics, voting-standard implications, and related-party transaction disclosures. - Skill: `finchipaiorg/extract-shareholder-proposal-terms-from-proxy-materials` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/extract-shareholder-proposal-terms-from-proxy-materials` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/extract-shareholder-proposal-terms-from-proxy-materials/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Research & Search - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/extract-shareholder-proposal-terms-from-proxy-materials --- # Skill: Governance Summary Memorandum — Shareholder Proposals and Proxy Materials Review ## 1. Subject-matter triage - Treat the proxy statement, annexes, bylaws, governance guidelines, committee charters, and any prior-year proxy materials as one integrated record set. - First determine whether the annual meeting materials include shareholder proposals, director elections, say-on-pay, proxy access language, resignation policies, related-party transaction disclosures, and committee membership disclosures. - If a topic is absent, say so affirmatively rather than implying omission from the record. ## 2. Failure modes the skill is correcting - Summaries often list proposals and vote tallies without tying each item to the board recommendation, proponent position, and any prior-year repeat proposal history. - Director-independence analysis is often superficial and misses disclosed business, familial, advisory, or board-affiliation relationships that bear on exchange-listing independence and committee service. - Voting-standard analysis often confuses plurality voting with majority voting or treats a resignation policy as if it were a binding electoral standard. - Proxy access analysis often misses internal date mismatches between the governing text and the disclosure summary, creating an untimeliness risk. - Committee analysis often fails to test disclosed compensation committee service for interlocks and related governance consequences. - Related-party transaction review often stops at identification and does not ask whether the approval process, valuation support, and committee review were sufficiently documented. - Engagement recommendations are often generic and do not rank issues by governance sensitivity or investor-facing risk. ## 3. Legal frameworks / domain conventions that apply - **Proxy disclosure and annual-meeting materials:** Use the proxy statement, DEF 14A-style disclosures, bylaws, and governance documents as the governing source set for vote outcomes, recommendations, and process mechanics. - **Director independence under exchange standards:** Evaluate nominee independence under the applicable stock-exchange listing standard and the company’s disclosed governance criteria, including material relationships that may affect committee eligibility. - **Compensation committee interlock disclosure:** Apply the executive-compensation disclosure framework for interlocks and cross-board service; a disclosed interlock is a governance and disclosure risk even where no conflict is alleged. - **Voting standards and resignation policies:** Distinguish plurality election mechanics from majority-vote frameworks; analyze any non-binding resignation policy under the governing disclosure standard and stated board practice. - **Proxy access mechanics:** Read the bylaw text together with the proxy’s summary description; inconsistencies in the nomination window, eligibility conditions, or ownership thresholds can create practical rejection risk. - **Related-party transaction governance:** Use the applicable exchange and disclosure norms requiring review of transactions involving directors, officers, and affiliated entities; note whether independent review, approval, and valuation support are described. - **Shareholder-proposal practice:** Assess proposals against the board’s recommendation, prior-year support, and likely proxy-adviser themes commonly used in governance voting decisions. ## 4. Analytical scaffolds - **Proposal-by-proposal extraction** - For each shareholder proposal, identify the proponent, proposal subject, operative terms, board recommendation, vote outcome if disclosed, and any prior-year filing or resubmission history. - State whether the proposal is binding or advisory, and whether the company describes any implemented action or partial response. - **Director independence audit** - For each nominee, enumerate disclosed relationships with the company, its affiliates, management, or significant counterparties. - Test whether each relationship is the type that may impair independence under the applicable listing standard or the company’s own governance criteria. - Flag any nominee whose committee service appears mismatched with the disclosed relationship profile. - **Committee composition check** - Identify the members of key committees and confirm whether any disclosed service implicates interlock, overboarding, or independence concerns. - Note whether the committee charter or governance guidelines impose additional eligibility rules. - **Proxy access verification** - Extract the nomination window and procedural requirements from both the bylaw text and the proxy summary. - Compare the two descriptions for consistency and practical usability; identify any discrepancy that could affect a qualifying nomination. - **Voting-standard analysis** - Identify the election standard and any resignation policy, then assess how the policy operates in practice if a nominee receives more withheld votes than votes in favor. - Distinguish legal effect from governance signaling and investor expectations. - **Related-party transaction review** - Extract each disclosed transaction or relationship involving insiders or affiliates. - Assess whether the disclosure indicates independent review, audit committee oversight, or valuation support. - Flag transactions that are disclosed without enough process detail to evaluate governance robustness. - **Engagement and voting implications** - Translate each issue into likely voting, engagement, or proxy-adviser sensitivity. - Prioritize topics that would plausibly drive negative recommendations, with attention to board responsiveness, repeat issues, and disclosure quality. ## 5. Vertical / structural / temporal relationships - Analyze each topic across the relevant time horizon: prior year, current proxy cycle, and any stated forward-looking remediation. - When the materials describe more than one nominee, proposal, committee, or transaction, treat each as a separate item rather than merging them into a single blended conclusion. - Where the proxy statement and another governance document differ, identify which document is more specific for the point at issue and describe the resulting operational consequence. - If a prior-year proposal, vote result, or resignation event is referenced, connect it to the current-year disclosure and explain whether the company appears to have closed the loop. ## 6. Output structure conventions - Write a governance summary memorandum in conventional memo form, organized by topic rather than by source document. - Open with a short executive summary that identifies the most material voting and engagement themes. - Follow with sections covering: shareholder proposals, director elections and independence, committee composition and interlocks, voting mechanics and resignation policy, proxy access, related-party transactions, and engagement priorities. - For each issue, include a severity label using a single ordinal scale defined once at the outset, then explain the basis for the rating in one or two sentences. - Use a consistent row or bullet format for repeated items so the client can compare proposals, nominees, and transactions easily. - For every legal or governance proposition, cite the controlling authority or disclosure source by name in the body of the memo. - End with a Recommended Actions section that assigns an action, a responsible internal role, and a timing anchor tied to the proxy season or annual-meeting timeline. - Keep the memo focused on operative conclusions and client-facing implications; do not reproduce large blocks of source text.