A filing statement that discloses a merger deal to the investing public in reasonable detail to allow them to vote on the potential transaction. A proxy is a tool empowering some party to act on behalf another to approve a merger. The proxy statement mainly provides details about the terms, background, and effects of the merger in question. It also sets out benchmarks against which the price being paid can be evaluated. On some occasions, the proxy statement is combined with a prospectus (which is used to advise shareholders in advance of a vote to authorize the issue of new shares of stock).