Terms and Conditions & Privacy Policy

Agreement between User and Proxyanalyst

Welcome to Proxyanalyst. The Proxyanalyst website (the "Site") is comprised of various web pages operated by Horyzen, LLC ("Horyzen"). Proxyanalyst is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of Proxyanalyst constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

Proxyanalyst provides financial information and analytical tools to assist in proxy research. All features on the Site are currently available free of charge.

Not Investment Advice — Not a Proxy Solicitation

NOTHING ON THIS SITE CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, LEGAL ADVICE, OR A RECOMMENDATION OF ANY KIND. All content on Proxyanalyst, including AI-generated analyses of proxy filings, vote analyses, director assessments, executive compensation data, and proxy contest summaries, is provided solely for informational and educational purposes. It is not intended to, and does not, constitute a solicitation of any proxy, consent, or authorization within the meaning of Section 14 of the Securities Exchange Act of 1934 or otherwise.

Users are solely responsible for their own proxy voting decisions and investment decisions. Proxyanalyst strongly encourages users to read the actual proxy filing, consult their own financial, legal, and tax advisors, and make independent judgments. Past analyses, vote assessments, and policy positions presented on this Site should not be relied upon as the basis for any voting or investment decision.

Conflicts of Interest — Personal Holdings Disclosure

The operator of Proxyanalyst may personally hold long or short positions in securities of companies analyzed, screened, or otherwise discussed on this Site, including companies appearing in the Activist Watch screener, annual meeting analysis pages, or proxy contest analysis. Users should be aware of this potential conflict of interest when using this Site.

All analytical content on this Site — including annual meeting vote analysis, proxy contest analysis, and activist investor screening scores — is generated entirely by automated AI models applying a published, version-controlled voting policy (proxy_policy.md). Analyses are generated entirely by automated models applying the published voting policy. Before an analysis of an active proxy contest is published, it is reviewed to confirm that the run completed and that the models received the full set of filings. That review does not alter the content of any analysis, and an analysis is not withheld or modified on the basis of its conclusions.

Personal holdings of the site operator do not influence and have not influenced the analysis methodology, the voting policy, or any individual analysis output.

Users are encouraged to independently evaluate any screening signals or analysis outputs and to conduct their own due diligence before making any investment or proxy voting decision. Nothing on this Site constitutes a recommendation to buy, sell, or hold any security.

AI-Generated Content

Certain content on this Site — including annual meeting vote analysis, proxy contest analysis, director biographies, and related summaries — is generated using artificial intelligence (AI) models, including but not limited to Anthropic's Claude. AI-generated content is subject to significant limitations:

AI models may misinterpret, misread, or incompletely process proxy filing text.
Data extraction (such as peer group composition, fee tables, or compensation figures) may be incomplete or inaccurate due to filing format, image-based content, or other factors.
AI outputs may contain errors, omissions, or hallucinations that do not reflect the actual content of the underlying filing.
Annual meeting analyses are applied mechanically based on a published, version-controlled voting policy framework and do not incorporate judgment about company-specific context beyond what is extractable from the filing.
Proxy contest and merger analyses do not apply that voting policy. A contested election, consent solicitation, or merger vote turns on facts specific to the situation rather than on a standing policy rule, so each is assessed on its own record.

How proxy contest and merger analyses are produced. The filings from every party to the contest are first summarized into a single neutral factual extraction, which sets out each side's stated arguments, the financial data cited, and the governance issues raised, without analysis or recommendation. That same extraction is then analyzed by four AI models — Claude, Grok, OpenAI, and Gemini — each prompted to assess the contest in the role of a proxy voting analyst. A final pass compares the four and identifies where they agree and where they diverge.

An important limitation follows from that design: the four models are not four independent readings of the filings. One model reads the filings and produces the extraction; the others analyze that summary. Agreement among them therefore reflects a shared reading of one summary rather than independent verification, and an error or omission in the extraction would produce agreement just as readily as accuracy would. Source filings are linked on every contest page so that readers can check the analysis against the underlying documents.

Users should independently verify any AI-generated analysis against the source filing before relying on it for any purpose. Source filings are linked directly on each analysis page.

Opinion and Characterizations

Analytical content on this Site is opinion based on public filings made with the U.S. Securities and Exchange Commission. The filings relied upon are identified and linked on each analysis page so that readers may consult the underlying documents and reach their own conclusions.

Where an analysis describes the claims, assertions, or characterizations of a company, an activist, a director, an officer, or any other party, it reflects what that party has stated in its own filings. Such descriptions are not findings of fact, and the inclusion of a party's assertion is not an endorsement of that assertion or a statement that it is true. Nothing on this Site is intended as a statement of fact concerning any individual's conduct beyond what the cited filings state.

No Affiliation — Third-Party Citation of Our Analysis

Horyzen has no relationship with, and receives no compensation, consideration, data, or direction from, any issuer, activist investor, dissident stockholder, proxy solicitor, proxy advisory firm, law firm, or other participant in any proxy contest, consent solicitation, or merger vote discussed on this Site. No such party has any role in selecting the companies analyzed, in the voting policy applied, or in the content of any analysis.

From time to time a party to a proxy contest or other solicitation may quote, cite, link to, or otherwise reference content from this Site in its own materials, including materials filed with the SEC. Any such use is made by that party independently. It is not authorized, reviewed, requested, coordinated, or endorsed by Horyzen, and it does not create any relationship between Horyzen and that party. Horyzen does not participate in, and does not intend to participate in, any solicitation of proxies, consents, or authorizations, and no citation of this Site by any party shall be construed as making Horyzen a participant in any such solicitation.

Where a filing referencing our analysis is itself among the documents we would otherwise analyze, that filing is excluded from the source material submitted to our models, so that our prior conclusions cannot become an input to our subsequent ones.

Reporting an Error — Corrections

We want to know about errors. If you believe any analysis, data point, biography, or other content on this Site is inaccurate or misstates a source filing, please contact us at bill@proxyanalyst.com or through the Contact page, identifying the page and the specific content at issue.

We review reported errors and, where content is found to be inaccurate, correct or remove it. Because analyses are generated from filings by automated models, a correction is generally made by re-running the analysis against the source filings rather than by editing its text. Substantive corrections affecting published analyses are noted on the Release Notes page.

Privacy

The Site has no accounts, no registration, and no login. Horyzen does not collect, store, or sell personal information about visitors, and does not use advertising or cross-site tracking.

Analytics. We use Vercel Analytics to understand aggregate site usage. It is cookieless and records page views, referring site, approximate country, device type, and page performance metrics. It does not set cookies, does not track visitors across other websites, and does not collect personal identifiers.

Local storage. When you acknowledge the disclaimer shown on first visit, a single flag is stored in your browser's local storage so the notice is not shown again. It stays on your device and is not transmitted to us. Clearing your browser data removes it.

Hosting. The Site is hosted by Vercel, which processes standard web request data — including IP address, browser type, and requested URL — to deliver the Site and protect it from abuse. This is handled by the hosting provider as part of serving the Site.

Email. If you contact us, we receive your email address and whatever you choose to include. We use it only to respond, and do not add you to any mailing list.

California residents. Because we do not collect personal information, we do not sell or share personal information as those terms are used in the California Consumer Privacy Act, and we have no personal information to disclose or delete in response to a request. You may still contact us with any privacy question at bill@proxyanalyst.com.

Electronic Communications

Visiting Proxyanalyst or sending emails to Proxyanalyst constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use Proxyanalyst strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Proxyanalyst that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Automated access should be reasonable and must not degrade the Site for others. We ask that automated clients identify themselves, respect robots.txt, and request at a rate that does not impair Site availability. We may restrict access that places an excessive load on the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Proxyanalyst or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Proxyanalyst content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Horyzen, although you are free to cite individual company, executive, or director information with attribution to Proxyanalyst.com. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Proxyanalyst except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by Horyzen from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Horyzen content accessed through Proxyanalyst in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Horyzen, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Horyzen reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Horyzen in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Horyzen agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DATA IS SOURCED THROUGH A THIRD PARTY API THAT ACCESSES SEC EDGAR FILINGS AND IS BELIEVED TO BE ACCURATE, HOWEVER, THERE MAY BE DATA ISSUES INTRODUCED EITHER BY EDGAR FILERS OR BY THE THIRD PARTY DATA PROVIDER. AI-GENERATED ANALYSES ARE PRODUCED BY AUTOMATED MODELS AND MAY CONTAIN ERRORS, OMISSIONS, OR MISINTERPRETATIONS OF SOURCE FILINGS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. HORYZEN, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

HORYZEN, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. HORYZEN, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HORYZEN, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HORYZEN, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Horyzen, LLC reserves the right, in its sole discretion, to terminate or restrict your access to the Site and the related services or any portion thereof at any time, without notice.

Governing Law and Venue

To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Horyzen as a result of this agreement or use of the Site. Horyzen's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Horyzen's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Horyzen with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Horyzen with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Horyzen with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be written in English.

Changes to Terms

Horyzen reserves the right, in its sole discretion, to change the Terms under which Proxyanalyst is offered. The most current version of the Terms will supersede all previous versions. Horyzen encourages you to periodically review the Terms to stay informed of our updates.

Effective as of September 1, 2026