# Review Proxy Statement For Sec Form Compliance > Proxy statement form-compliance review where the baseline identifies visible disclosure gaps but may miss recently required disclosures, shareholder-proposal handling requirements, and procedural notice obligations. - Skill: `finchipaiorg/review-proxy-statement-for-sec-form-compliance` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/review-proxy-statement-for-sec-form-compliance` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/review-proxy-statement-for-sec-form-compliance/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/review-proxy-statement-for-sec-form-compliance --- # Skill: Review Proxy Statement for SEC Form Compliance ## 1. Subject-matter triage - Treat the task as a section-by-section proxy-form compliance review, not a merits review of the solicitation. - First identify the proxy sections that are actually in scope for the issuer and the meeting context, then test each section against the checklist and supporting documents. - If the source set contains multiple disclosure variants, filing periods, equity plans, proposal items, or compensation arrangements, enumerate them before analysis and run the compliance check separately for each. - If a topic is absent from the source set, say so only if needed to explain why no deficiency is flagged; otherwise focus on deficiencies, errors, and inconsistencies. ## 2. Failure modes the skill is correcting - Baseline reviews often spot obvious disclosure gaps but miss required elements that appear only in certain circumstances. - Baseline may not verify whether pay-related disclosures are complete in form, internally consistent, and tied to the required supporting tables or narratives. - Baseline may not catch when a shareholder proposal is altered, summarized, or otherwise not reproduced as required. - Baseline may ignore procedural notices and ancillary disclosures that are easy to overlook but still required when triggered. - Baseline may describe a defect without tying it to the controlling rule, its source-document cross-reference, and the practical consequence. - Baseline may present issues without a clear severity ranking, making the memo harder to use for remediation. ## 3. Legal frameworks / domain conventions that apply - Proxy-statement compliance must be tested against the governing federal proxy rules, the form-specific disclosure requirements, and any checklist or instruction set supplied with the source documents. - Pay-related disclosure should be checked for completeness against the required proxy tables, narratives, and cross-references applicable to the issuer’s compensation disclosure regime. - Shareholder-proposal handling should be checked for faithful reproduction, procedural compliance, and consistency with any governing submission requirements. - Insider-reporting disclosure should be checked for completeness and specificity under the applicable Exchange Act disclosure framework. - Equity-plan disclosure should be checked for any plan or amendment that requires separate description because shareholder approval was not obtained. - Related-person transaction disclosure should include both transaction-level disclosure and the required policy/process description where triggered. - Any required notice to stockholders, including householding or similar materials-delivery notices, must be tested against the applicable proxy-distribution rules. - Any legal conclusion should be anchored to the controlling authority by name and section or rule, not stated as a bare assertion. ## 4. Analytical scaffolds - Read the proxy section by section and map each section to the checklist item or rule it is meant to satisfy. - For each potential deficiency, identify: the missing, altered, or inconsistent disclosure; the exact section or table affected; the governing authority; and the remedy needed. - Where the source documents provide a cross-reference, confirm that the cross-reference actually points to the supporting disclosure and that the supporting disclosure matches the statement made. - Where the issue depends on an external trigger or condition, confirm the trigger from the source set before flagging the issue. - For each issue, include: - the affected proxy section; - a concise description of the defect; - the controlling authority; - an explicit severity classification using a stated ordinal scale; - the practical consequence of leaving the defect uncorrected; - a recommended corrective action. - Use the source documents to identify whether the issue is isolated or recurring across multiple sections, and note that relationship when relevant. - Check internal consistency of numbers, dates, names of categories, and whether referenced tables or narratives align with one another, but do not invent missing arithmetic from the record. - If the source set supports it, cross-check the same disclosure point across the proxy, the checklist, and any supporting exhibit or filing history. - Keep the analysis issue-focused: flag deficiencies, errors, and inconsistencies only. ## 5. Vertical / structural / temporal relationships - Track whether disclosure in one section depends on a later table, incorporated exhibit, or referenced filing and verify the dependency is satisfied. - Track whether a required statement is triggered only by a particular board action, prior vote, filing period, or plan status, and confirm the timing trigger from the source set. - Track whether a disclosure must match another document verbatim or substantively; if the text diverges, flag the divergence and identify both locations. - Track whether a section is complete only if read together with a referenced notice, appendix, schedule, or incorporated document. ## 6. Output structure conventions - Write a form-check memorandum organized by proxy section or disclosure topic. - Start with a short severity legend using one ordinal scale and apply it uniformly throughout the memo. - Include a compact issues summary table, then follow with section-by-section issue entries. - For each entry, use a consistent format: - Section / topic - Severity - Issue - Authority - Why it matters - Recommended correction - Each entry should be self-contained and should cite the governing rule or authority by name and section or rule number. - End with a Recommended Actions block that assigns the next step to the appropriate role and ties it to the filing or distribution milestone. - Do not provide a generic compliance narrative; keep the memo limited to deficiencies, errors, and inconsistencies.