Glossary

Medicare Advantage

What is Medicare Advantage? 

Also called Medicare Part C, a Medicare Advantage plan is a Medicare-approved plan type which is offered by private insurance companies as an alternative to Original Medicare. Medicare Advantage plans combine hospitalization and medical coverage into a single plan, and many include drug coverage. A Medicare Advantage plan then replaces Original Medicare, as they must include (at a minimum) the benefits offered under both Part A and Part B, but usually include additional benefits such as vision, hearing and dental services which are not covered under Original Medicare. Private insurers sometimes charge an additional monthly plan premium in addition to any monthly costs under Original Medicare. For support and information, explore our solutions for Health Plans Regulated Communications.

Medicare Communications and Marketing Guidelines

Medicare Communications and Marketing Guidelines (MCMG) 

The Medicare Communications and Marketing Guidelines (MCMG), which are developed and created by the Centers for Medicare & Medicaid (CMS), interpret and provide guidance on the marketing and communications rules for Medicare Advantage plans. These rules also apply to Medicare Prescription Drug plans, except where otherwise specified, Section 1876 cost plans and employer/union-sponsored group plans. For support and information, explore our solutions for Health Plans Regulated Communications.

Merger

What is a merger?

A merger is a combination of two entities as a new legal entity under one name. Typically, mergers occur with businesses of comparable size.

The merger formed a new company. Shares of the new company were issued to the shareholders of both original companies. The benefits of a merger transaction include increased market share, efficiencies in operation and expansion in geography and/or markets.

A recent example was the 2016 merger between H. J. Heinz Co. and Kraft Foods Group. This merger created the Kraft Heinz Company, which has access to additional capital and distribution efficiencies. For support and additional information, explore our Capital Markets Transactions solutions. 

Officially Appointed Mechanism (OAM)

What is an Officially Appointed Mechanism (OAM)?

An Officially Appointed Mechanism (OAM) is the term used throughout Europe to describe national databases for regulated financial information. OAMs are found in each member state of the European Union and serve as the mechanism for companies to submit their financial reports to their regulatory authority.

In reporting regions subject to ESMA (European Securities and Markets Authority), there is a mandate for reporting format of annual reports known as ESEF (European Single Electronic Format). For support and additional information, explore our ESEF reporting solutions.  

Pay Ratio Disclosure

What is Pay Ratio Disclosure?

Pay Ratio Disclosure is a rule adopted by the Securities and Exchange Commission (SEC) that requires a public company to disclose the chief executive officer’s compensation in comparison to the median pay of its employees. This rule helps companies keep flexibility in calculating this pay ratio and is used as a tool to inform shareholders when voting on “Say on Pay”. As of 2017, companies are required to provide Pay Ratio Disclosure information through their registration statements, proxy and information statement, and annual report that calls for executive compensation information. It is required that these companies provide disclosure of their pay ratio information for their first fiscal year. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Pay Versus Performance

What is Pay Versus Performance?

On Aug. 25, 2022 the Securities and Exchange Commission (SEC) adopted a significant new rule, Pay Versus Performance, requiring companies to disclose information reflecting the relationship between executive compensation and financial performance. The rule continues the SEC’s focus on modernization by mandating Inline XBRL (iXBRL) tagging of executive compensation data in the proxy statement. The rule becomes effective for fiscal year end on or after Dec. 16, 2022. Read more about Pay Versus Performance in this blog by our expert.

PCAOB (Public Company Accounting Oversight Board)

What is the PCAOB, the Public Company Accounting Oversight Board?

The Public Company Accounting Oversight Board (PCAOB) was founded and established in 2002 as a result of the Sarbanes-Oxley (SOX) Act. The PCAOB is a non-profit organization that monitors and governs external audit firms of public companies, and sets standards to improve the reliability of audits and protect investors. Two advisory groups were also formed under the PCAOB; they are the Standing Advisory Group and the Investor Advisory Group. For support and additional information, explore our automated SOX compliance solution.

Periodic and Interim Reporting

What is periodic and interim reporting?

Periodic and interim reporting is the practice of providing company performance reports for periods shorter than a fiscal year, such as monthly, quarterly or semiannual reports. Known as periodic reports, interim reports or interim statements, these updates provide important company information between annual reporting periods.

To help protect investors and keep the public informed, regulations typically require public companies to submit company performance reports more than once a year. Although interim reports are not usually audited, companies must review them to ensure accuracy and distribute them in a timely manner.

Publicly held companies in the U.S. are usually subject to interim reporting requirements, including filing quarterly reports with Form 10-Q in addition to annual reports with Form 10-K. Quarterly reports usually include a balance sheet, income statement and statement of cash flows.

When public companies in the U.S. make important announcements, such as an executive leadership change or bankruptcy, they may also be required to file a current report with Form 8-K. Foreign companies operating in the U.S. may be required to report corporate news and press releases with Form 6-K. For support and additional information, explore our SEC reporting solutions.

Preliminary Proxy Statement (PRE 14A)

What is a preliminary proxy statement (PRE 14A)?

The preliminary proxy statement, also known as the PRE 14A, is a form required by the Securities and Exchange Commission (SEC) when there is a request of shareholder votes on items unrelated to an acquisition or a contested matter. For support and additional information, explore our Annual Meeting and Proxy Solutions and download the Toppan Merrill 2025 Proxy Style Guide to improve shareholder engagement.

Proxy Agreement

What is a proxy agreement?

A proxy agreement is an agreement that grants authority to an individual to do legal tasks for another individual. An example of this would be when a shareholder assigns permission to a person to vote on their behalf. To grant permission, the shareholder would need to complete a proxy form to authorize and designate this person to vote on their behalf. For support and additional information, explore our Annual Meeting and Proxy Solutions. Download the Toppan Merrill 2025 Proxy Style Guide to improve your shareholder engagement.