This Note provides a detailed explanation of what a proxy statement is. This Note discusses what information is contained in the proxy statement, including descriptions of key sections such as the notice of the meeting, voting information, director and officer information, executive compensation and corporate governance. This Note also discusses preparation of a proxy statement and the elements of a proxy card. In addition, the Note describes how proxy materials are filed with the SEC and delivered to stockholders. This Note also includes a discussion of recent changes to the proxy rules and proxy requirements.