Knowledge Center

1099

Annual statement sent to the Internal Revenue Service and to taxpayers by the payers of dividends (1099DIV), interest (1099INT), original issue discount securities (1099OID) and gross proceeds (1099B).

1099B (Broker)

A tax statement used for reporting proceeds resulting from the sale, redemption or liquidation of shares.

1099DIV (Dividend)

A tax statement used for reporting dividends paid to registered stockholders.

1099INT (Interest)

A tax statement used for reporting interest income paid to bondholders.

Top of Page

1099OID (Original Issue Discount)

A tax statement used for reporting the difference between the issue price of debt instrument (i.e., bond) and stated redemption price at maturity, divided by the number of years to maturity.

Abandoned Property

An asset for which an issuer is unable to locate the listed owner over a specified period of time, usually a few years.

Account Key

A unique 18 character alpha/numeric code used to identify each shareholder's account on BNY Mellon Shareowner Services' recordkeeping system.

Accumulated Dividend

Any dividends paid by a corporation, but not immediately paid to the shareholder, usually due to a corporate actions exchange. Accrued dividends would accumulate and be paid when the shareholder exchanges his/her shares of the "old" company for shares of the "new" company.

Top of Page

Acquiescing Beneficial Owner (ABO)

A shareholder owning stock in "street name" who permits the street name holder to release his or her name to the corporation if so requested by the corporation.

Acquisition

One company taking over controlling interest in another company. An acquisition can be accomplished by a merger, exchange or tender offer. Acquisitions can be either friendly or hostile takeovers.

Affidavit

A written statement made under oath before an authorized person, such as a notary public.

Affidavit of Domicile

An affidavit stating the legal residence of a deceased person. An affidavit of domicile may be executed by an individual familiar with the facts, i.e., executor, survivor, attorney, etc. The form is not required unless a shareholder dies while residing in a state different from the address on the account. Before securities can be transferred from an estate, it must be verified that no liens exist against the securities in the home state of the decedent.

Top of Page

Affidavit of Loss

An affidavit completed by a shareholder declaring the circumstances of the lost or missing security. We generate this form after the shareholder calls or writes to BNY Mellon Shareowner Services to begin replacement proceedings. Replacement fees are generally 2 to 3 percent of the current security's market value but may vary depending upon the nature of the loss.

Affidavit of Non-Receipt

An affidavit completed by an addressee declaring that a security sent to him/her via the U.S. postal service or private courier was not received. BNY Mellon Shareowner Services will replace the certificate(s) without any cost to the shareholder as long as the non-receipt is reported within one year.

Age of Majority

The age when a minor legally becomes an adult. The age of majority is not the same for all states.

Agent

A person or entity authorized by another person or entity, called the principal, to act on the latter's behalf in transactions involving a third party. Examples of agency services provided by BNY Mellon Shareowner Services include transfer agent, registrar, record agent, dividend disbursing agent and reorganization agent. Other agents include brokers, depositories and clearinghouses.

Top of Page

American Stock Exchange (AMEX)

An auction market similar to the New York Stock Exchange and the second largest floor-based stock exchange in the United States. For the most part, the stocks and bonds traded on the AMEX are those of small to medium-sized companies, as contrasted with the large companies whose shares are typically traded on the New York Stock Exchange.

Annual Report

Yearly record of a public corporation's financial condition that must be distributed to shareholders under Securities and Exchange Commission regulations. Among the items included in an annual report are a description of the company's operations, its balance sheet and income statement.

Assignment

The transfer of stocks or bonds by completing the reverse side of a certificate or by completing a stock/bond power. An assignment must contain the new owner's name, address, Social Security/tax identification number and the guaranteed signature of the registered owner(s).

Authorized Shares

The maximum number of shares of any class of stock that a company may legally issue under the terms of its articles of incorporation.

Top of Page

AutomatedTender Order Process (ATOP)

An electronic link between brokers, the Depository Trust Company (DTC) and BNY Mellon Shareowner Services. Through ATOP, brokers can present shares in a tender offer electronically on or before the expiration date.

B-Notice

Notification by the IRS to BNY Mellon Shareowner Services of a shareholder's incorrect taxpayer identification number (TIN).

Ballot

A document distributed to shareholders of record at an annual or special meeting so that they can vote their shares in person.

Bearer Bond

Bonds that are not registered in the owner's name. The bond is negotiable by the person who possesses it. Holding a bearer bond is almost like holding cash.

Top of Page

Beneficial Owner

The entity that receives all the benefits of ownership, such as dividend payments, even though registration of the security may be in another name. Title can be held in a name other than that of the beneficial owner for the convenience of transfer or for safety reasons. (See Nominee.)

Beneficiary

T1) The person to whom an inheritance passes as a result of being named in a will. 2) A person, company or organization for whose benefit a trust exists.

Bid

An offer to buy at a specific price.

Board of Directors

A corporation's governing body, as elected by the issuers stockholders and empowered to carry out certain tasks as spelled out in the corporation's charter. Among its powers are appointing senior management, naming members of executive and finance committees (if any), issuing additional shares, declaring dividends and advising on matters of company policy. Boards typically include the top corporate executives, termed inside directors, as well as outside directors chosen from the community at large. Directors meet several times a year and outside directors are usually paid for their services.

Top of Page

Bond

A debt security issued by a company or municipality that promises to pay holders a specified amount of interest for a specific period of time, as well as repaying the principal on a maturity date. Bondholders have no corporate ownership privileges, as stockholders do.

Bond of Indemnity

A legal document that enables a shareholder to transfer ownership of specific securities without presenting the bond or stock certificate. A bond of indemnity is issued when the original certificate is lost stolen or destroyed.

Bondholder

Owner of a bond. Bondholders may be individuals or institutions such as corporations, banks, insurance companies or mutual funds.

Book Entry

Shares of securities that are recorded and maintained electronically and evidenced by a statement rather than a physical certificate.

Top of Page

BREX Report (Broker Exception)

A proxy tabulation report detailing the votes of banks, brokers and institutions. The report shows the total shares held, shares voted and not voted on each proposal and how each proxy card voted on each item.

Broker

An individual who acts as an intermediary between a buyer and seller, usually charging a commission. A broker who specializes in stocks, bonds, commodities or options acts as agent and must be registered with the exchange where the securities are traded.

Broker Confirm

A document sent from a broker to a transfer agent requesting the current status of shares presented for transfer. Most commonly referred to as a confirm.

Cancelled Certificates

Prior to the issuance of a new certificate, an old certificate is cancelled or "voided" out. BNY Mellon Shareowner Services retains cancelled certificates for two years and then forwards them to the issuing client's office.

Top of Page

Capital Gain

The profit resulting from the sale of an asset (e.g., stocks and bonds).

Capital Loss

The loss resulting from the sale of an asset (e.g., stocks and bonds).

Cash Acquisition

An acquisition of a company in which the stockholders of the company being acquired receive cash in exchange for their shares.

Cash Dividend

A cash payment distributed pro rata to a company's shareholders. Cash dividends are usually paid quarterly, and the company's board determines if and when a cash dividend will be paid. For preferred stock, a dividend is usually a fixed amount. For common stock, dividends vary with the financial performance of a company and the amount of cash on hand.

Top of Page

Cash in Lieu (CIL)

In a typical exchange offer, "old" shares of the target company are exchanged for "new" shares of the acquiring company. The exchange rate of old shares for new shares can often result in fractional share values. These fractional shares values are usually paid in cash.

Cash-Only Option

An option provided on some reinvestment plans that allows shareholders to make optional cash payments to their dividend reinvestment account and still receive the dividends.

Cede & Co. (also known as Central Depository)

Nominee name for the Depository Trust Company.

Certificate

The printed instrument issued by a corporation evidencing a shareholder's ownership in a corporation (stock) or the debt of the issuer (bond). Each certificate will indicate the specific share amount or principal, the date of issue, certificate number, issue of stock or debt, corporate seal and CUSIP number.

Top of Page

Certificate of Incorporation

A document that evidences the corporate status of a business organization.

Certification (Certified Copy)

A statement by a court or an authorized party that a copy is a true and correct copy and is still in full force and effect.

Claim

An action taken to recover an asset (for example, funds or securities) that were wrongfully distributed to a shareholder or institution.

Class of Stock

The particular type of stock the certificate represents (i.e., common or preferred). The class is listed on the face of the certificate. Stockholders of each class are entitled to certain rights.

Top of Page

Clearing House Funds

Funds represented by checks or drafts that pass between banks through the Federal Reserve System. Unlike federal funds, which are drawn on reserve balances and are good the same day, clearing house funds require three days to clear.

Co-Agent

See Co-Transfer Agent.

Co-Transfer Agent

An agent that processes transfers but does not maintain the primary shareholder file. The co-transfer agent provides the primary transfer agent with transfer journals so that the co-transfer agent can update the primary file.

Common Stock

Units of ownership of a public corporation. Owners typically are entitled to vote on the election of directors and other important matters as well as to receive board-approved dividends on their holdings. In the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of common stock.

Top of Page

Community Property

Property and income accumulated by a married couple during their marriage.

Confirm

An acknowledgment of the receipt of securities for transfer or for the purchase/sale of shares. (i.e., dividend reinvestment plan, transaction advice ACH confirm, broker confirm)

Consenting Beneficial Owner (COBO)

Street-name holders through a bank or broker who have consented to having their names and addresses disclosed to the corporation in which they own shares.

Consolidation

The re-issuance of securities currently in small denominations into one or more certificates of a larger denomination. Also, the process of combining two or more accounts that belong to a shareholder into one account. A consolidation can occur when the registration, address, Social Security number and cash coding fields are an exact match.

Top of Page

Control Ticket

A paper ticket attached to a transfer item for tracking purposes.

Conversion

1) exchange of securities for another security class, or 2) the transfer of a company's records from one stock transfer agent's system to another.

Conversion Balance

Shares that are converted from one recordkeeping agent's master file to another recordkeeping agent's file where no certificate detail is provided. Shares held as a conversion balance are included in the shareholder's total holdings.

Convertibles

Corporate securities (usually preferred shares or bonds) that are exchangeable for a set number of another form of security (usually common stock) at a pre-stated price.

Top of Page

Corporate Actions

A variety of duties related to corporate reorganizations or special stock transactions that a company might experience — such as a merger, acquisition, exchange, leveraged buyout, tender offer, stock split, rights offering, conversion, demutualization or odd-lot program.

Corporate Bond

An instrument issued by a corporation that is evidence of a debt.

Corporate Resolution

A legal document records the major decisions taken by a corporation's Board of Directors.

Corporate Trust

The function of servicing and maintaining records for debt securities issued by a corporation.

Top of Page

Corporation

A legal entity created and authorized to operate under the laws of a state for the purpose of conducting business.

Coupon

The interest rate paid on a debt security that the issuer promises to pay to the holder until maturity, expressed as an annual percentage of face value. For example, a bond with a 10 percent coupon will pay $10 per $100 of the face amount per year, usually in installments paid every six months.

Coupon Bond

A bond issued with detachable coupons that must be presented to the paying agent or the issuer for interest payments. Coupon bonds are bearer bonds, so whoever presents the coupon is entitled to the payment.

Court Appointment

A written document issued by a court officially naming the person(s) or institution that can transact business for a beneficiary.

Top of Page

Credit

An entry that opens or adds to an account.

Cumulative Voting

A special voting procedure that improves minority shareholders' chances of naming representatives on the board of directors. Cumulative voting allows a stockholder to cast a total number of votes equal to the number of shares held by the shareholder multiplied by the number of directors on the slate. For example, if a corporation is electing four directors, a stockholder with 100 shares has 400 votes to allocate as he or she chooses.

Curb Exchange

A nickname for the American Stock Exchange and its securities clearing service. The AMEX was known until 1921 as the Curb Exchange when trades were handled literally on the curb of Wall Street.

CUSIP Number

A mini-character number and letter combination issued by the Committee On Uniform Securities Identification Procedures (CUSIP) that uniquely identifies a security (e.g. stock or bond).

Top of Page

Custodian

A person or other fiduciary institution responsible for safeguarding the property of another person or entity.

Custodian for a Minor

An entity that takes full responsibility for a minor's securities until the minor reaches the age of majority. The custodian may be an adult person, a bank or a trust company. The stock should be registered using the minor's tax identification number (TIN).

Dealer

A firm or individual in the securities industry acting as a principal rather than an agent. Principals buy or sell for their own account.

Debenture

General debt obligation backed only by the general credit of the issuer (e.g., an unsecured bond).

Top of Page

Debit

A deduction from an account.

Decedent

A person who has died.

Declaration Date

The date on which a company's board of directors meet to establish the record and payment dates and the amount of the next dividend payment.

Declared Dividends

Dividends that have been approved by a corporation's board of directors to be paid at a specified date.

Top of Page

Deconversion

Closing the stock records of a company and transferring these records from one transfer agent's database to another transfer agent's database. (Same as termination.)

Delivery

Transfer of shares in, either physical or book entry form, from the seller to the buyer following the sale of securities.

Delivery Date

The date that payment of funds and delivery of securities actually occurs (see settlement date and T + 3).

Demand Deposit Account (DDA)

An account used to deposit funds received from a company and from which funds are paid to shareholders.

Top of Page

Demutualization

The conversion from mutual to stock ownership. In order to compete in today's market, many mutual companies are changing their form of ownership from insurance policyholder-owned mutual companies to stockholder-owned, equity-based companies. This process can require conversions and consolidations of records from various sources, a proxy vote by policyholders, a subscription offer, stock cash elections and a need for a transfer agent (once the transaction is complete).

Depository

The entity that accepts securities for exchange. The depository transfers shares from one owner to another by making accounting entries in most cases, as opposed to delivering physical stock certificates from one place to another.

Depository Trust Company (DTC)

Central securities depository where stock and bond certificates are exchanged. Most of these exchanges now take place electronically, and few paper certificates actually change hands. DTC is a member of the Federal Reserve System and is owned by most of the brokerage houses on Wall Street and the New York Stock Exchange.

Direct Purchase

Allows investors to purchase shares directly from the fund company over the phone, in person at investor centers or by mail.

Top of Page

Direct Registration System (DRS)

A system that facilitates the electronic transfer and recordkeeping of book-entry shares to and from transfer agents and financial institutions on behalf of investors.

Director Exception

A proxy or ballot that withholds votes from one or more, but not all, individuals on the slate of nominated directors.

Disbursing Agent

The intermediary used to process a cash acquisition. See also Dividend Disbursing Agent below.

Discretionary Proposition

A proposal on a proxy card that brokers can cast in favor of management if they have not heard from the beneficial holder 10 days before the annual meeting.

Top of Page

Dividend

A distribution to shareholders. Dividends are declared by a company's Board of Directors and are usually paid quarterly.

Dividend Disbursing Account

A bank account through which dividend payments are paid.

Dividend Disbursing Agent

The bank, company or individual appointed by a corporation to distribute dividends to stockholders.

Dividend Order

A form completed by a shareholder(s) instructing a corporation to issue and forward dividend (or interest) payments to a specific person or entity (e.g., a bank) other than the registered owner.

Top of Page

Dividend Reinvestment Plan (DRIP)

A program that allows company shareholders to automatically reinvest dividends in more shares of the company's stock. Shareholders may elect to reinvest dividends in two ways: 1) partial reinvestment, where they purchase shares with a portion of their dividend proceeds and still receive a check for the remaining amount; or 2) full reinvestment, where their entire dividend proceeds buy more shares in the company.

Dividend Yield

Annual percentage of return earned by an investor on paid dividends on common or preferred stock. The yield is determined by dividing the amount of the dividends per share by the stock's current market price per share. For example, a stock paying a $1 dividend per year that sells for $10 a share has a 10 percent dividend yield. The dividend yields of stock are listed in the stock tables of most daily newspapers.

Dividends Held Pending Exchange (DHPE)

In an exchange, if the new shares are entitled to dividends, these dividends are held by the exchange agent until the shareholder tenders the old securities for exchange. At the time of exchange, the exchange agent issues the new securities and a check for all dividends held pending exchange (DHPE) and cash in lieu (CIL) of fractional shares.

Domicile

A shareholder's legal residence.

Top of Page

Drop

1) An area designated for all outgoing mail to certain financial institutions. Drop items are packaged together and delivered to these institutions on a daily basis. 2) A drop agent is the institution where securities to be transferred are delivered to ensure safe transport to the transfer agent.

Dual Capacity

An entity that has been appointed as both the transfer agent and registrar for a particular security.

Due Bill

A statement of money owed. Commonly used to adjust a security transaction when dividends, interest and other distributions are reflected in a price but have not yet been disbursed. For example, when a stock is sold ex-dividend, but the dividend has not yet been paid, the buyer would sign a due bill stating that the amount of the dividend is payable to the seller.

Due Diligence

A mailing done by a recordkeeping agent or issuer as an attempt to locate shareholders due unclaimed property (e.g., checks, certificates, etc.), prior to the property being escheated to the state.

Top of Page

Duplicate Proxy

A second proxy received on an account. If the second proxy bears a more recent date than the first proxy, the second proxy will override the first.

DWAC

Deposits, withdrawals at custodian — electronically moving shares through the Depository Trust Company.

Effective Date

The start date of a specific corporate action job.

Eligible Guarantor Institution

Any participant in the Securities Transfer Association recognized signature guarantee program, such as the Securities Transfer Association Medallion Program (STAMP). A signature guarantee must be completed by a member of the STAMP program for it to be acceptable to by a transfer agent for transfer.

Top of Page

Employee Stock Purchase Plan

A plan, usually linked to a corporation's payroll deduction plan, allowing employees to purchase company shares at various intervals and usually at a discount.

Endorsement

Signature on a security that all rights, title and interest in the security are assigned and transferred by the shareholder of record to a new owner.

Endorsement By Mark

An endorsement by a security owner who is unable to write his own name. The holder endorses the security with a mark (x), with signature guarantee, and the endorsement includes the signatures and addresses of two witnesses, neither of whom are transferees of the shares.

Equity

A shareholder's ownership interest in a company, most typically as stock.

Top of Page

Escheat

Reversion of monies and/or securities to the state in which the securityholder was last known to reside, when no claim by the securityholder has been made within a certain period of time. The time period is determined by individual state laws and is usually between three and seven years. If rightful owners or heirs appear later, they can claim the property from the state.

Escheat Period

The period of time required by applicable state laws.

Estate

All the property, monies, securities and debts of a person at time of his/her death.

Estate Representative

The person who oversees the legal affairs of a decedent's estate. This person may be called an executor, administrator or personal representative.

Top of Page

Estoppel

See Lost securities.

Ex-Dividend

Interval between the announcement and the payment of the next dividend. An investor who buys shares during that interval is not entitled to the dividend. A stock that has become ex-dividend is marked by an "x" in newspaper listings.

Ex-Dividend Date

The date on which a stock becomes ex-dividend. Any purchase on or after that date will be ex-dividend. The ex-dividend date is usually about three weeks before the dividend is paid to shareholders of record.

Exception

A proxy that does not authorize the proxy committee to act on its behalf concerning any other business, adjournments or substitutions.

Top of Page

Exchange

The replacement of one security for another or the reclassification of stock by a company. Once an exchange is completed, the old shares are taken off the market and no longer traded. For example, in a merger, one company's stock is exchanged for another company's stock.

Exchange Agent

The individual or institution appointed to handle an exchange. Often an exchange agent simultaneously serves as paying agent and depository.

Executor

An individual or institution nominated in a will and appointed by a court to settle the estate of a deceased person. Also known as an executrix if the executor is female.

Expiration Date

1) For banking, the date on which a contract or agreement ceases to be effective. 2) For options trading, the last date an option can be exercised.

Top of Page

Fact Sheet

A document outlining the specific details of a corporate action job or a dividend reinvestment plan.

Fair Market Value

Price at which an asset or service passes from a willing seller to a willing buyer. It is assumed that both buyer and seller are rational and have a reasonable knowledge of relevant facts.

Fed Wire

A computerized system that links member banks to the Federal Reserve System. It is used to make inter-bank payments of federal funds otherwise known as wire transfers. It is also used for transferring, in book entry, U.S. Treasury securities and federal agency securities.

Fed Wire Message

An electronic message issued by the Federal Reserve that delivery and receipt of securities (and transfer) has occurred over the Fed wire.

Top of Page

Federal Funds (also known as Fed Funds)

1) Funds deposited by commercial banks at Federal Reserve Banks; 2) Money used by the Federal Reserve to pay for its purchase of government securities; 3) Funds used to settle transactions.

Federal Reserve System

A system established in 1913 by the Federal Reserve Act to regulate U.S. monetary and banking practices. The system is comprised of 12 regional Federal Reserve Banks, their 24 branches and all national and state banks that are part of the system.

Federal Tax Waiver

Authorization by the United States to transfer securities of a non-U.S. decedent without imposing taxes.

Fiduciary

An individual or other entity charged with the responsibility of acting for the benefit of another party. Some examples of fiduciaries are executors of will and estates, bankruptcy trustee and those who administer the asset of underage or incomplete beneficiaries. Fiduciary registrations include: EX Executor/Executrix, ADM -Administration/Administrix, TR-Trustee, GDN-Guardian.

Top of Page

Financial Industry Regulatory Authority (FINRA)

The Financial Industry Regulatory Authority (FINRA), is the largest non-governmental regulator for all securities firms doing business in the United States. All told, FINRA oversees nearly 5,100 brokerage firms, about 173,000 branch offices and more than 665,000 registered securities representatives.

Created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange, FINRA is dedicated to investor protection and market integrity through effective and efficient regulation and complementary compliance and technology-based services.

Top of Page

Float

For investments, the number of shares of a corporation that are outstanding and available for public trading. Stocks with small float are susceptible to sharp price movements. A stock with a larger float tends to be less volatile.

Form 10-K and 10-Q

Periodical reports required to be filed by public corporations with the SEC. The 10-K is an annual report required to be filed within 90 days of a corporation's fiscal year end. It contains information regarding operations, management and financials.

Forward Trade

A transaction where settlement will occur in the future at a price agreed upon on the trade date.

Fractional Shares

A unit of stock of less than one full share. Fractional shares are accumulated in a dividend reinvestment account with every purchase. When an account is terminated, a shareholder typically will receive cash for any fractional shares.

Top of Page

Friendly Takeover

A merger supported by the target company's management team and board of directors.

Gadfly

A nickname for a "professional" shareholder who owns stock in various companies, attends annual meetings and asks senior management hard and often embarrassing questions.

Green Shoe

An option granted by an issuer to the underwriters of a securities offering (e.g. an IPO).

Gross Proceeds

Funds paid to a shareholder as a result of a tender, merger, exchange, cash-in-lieu or sale of securities. The amount must be reported to the IRS via Form 1099 B.

Top of Page

Guarantee of Delivery

In tender offers, an official notification that shares will be delivered to a depository by a specific date under the terms of the offer to purchase. This enables shareholders to tender their shares on or before the expiration date even if the shares are not immediately available. Shareholders cannot file a guarantee of delivery directly, but must go through an eligible institution (broker, bank, etc.)

Guarantor

The financial institution, usually a commercial bank or broker, which places its stamp and the signature of one of its employees, on a stock power, and guarantees that the person who is signing the stock power is the person in whose name the stock is registered, or is the person authorized to act on behalf of the owner.

Guardian

An individual or institution named in a court appointment to care for a minor or incompetent person and his/her property.

Holding Company

A corporation that owns a controlling interest in another corporation and confines its activities to owning stock in and supervising management of other companies.

Top of Page

Hostile Takeover

A takeover of a company against the wishes of its current management and board of directors. This takeover may be attempted by another company or by a well-financed raider.

IECA (Independent Election Corporation of America)

IECA acts as an intermediary for a number of institutions for the purpose of fulfilling requests for quarterly reports and proxy materials, as well as processing proxy votes. IECA also acts as an intermediary between a corporation and any beneficial owners who have allowed their names to be released to the corporation.

Incorporate

To form a business organization that is chartered by the state and recognized as a corporation.

Indenture

The agreement between a bond issuer and a bondholder that sets forth their respective rights and obligations.

Top of Page

Individual Ownership

Security registration where one individual holds sole ownership. An individual account should only include first name, middle name (or initial), and last name. Prefixes such as "Mr.", "Mrs." and "Dr." should not appear on the certificate, although some older certificates may still contain such prefixes.

Individual Retirement Account (IRA)

A retirement investing tool for employed individuals that allows an annual contribution of 100% of earned income up to a maximum limit. Some or all of the contribution may be tax-deductible, depending on the individual's adjusted gross income.

Information Agent

In a tender offer, the success of the transaction is dependent upon a sufficient number of shares being presented for participation in the offer prior to its expiration. The information agent delivers shareholder material and answers questions related to the offer.

Inheritance Tax Waiver

A document issued by a state tax department allowing the transfer of the stock being presented.

Top of Page

Initial Public Offering (IPO)

A corporation's first public offering of stock.

Insider

An individual who is restricted from a trading a company's stock because of his/her access to material, non-public information (e.g., members of a company's board of directors).

Inspectors of Election

Person(s) responsible for verifying the proxy votes received from shareholders during a corporations annual or special meeting of shareholders.

Inspectors or Judge's Certificate

A form provided by the corporation, and completed by the Inspectors of Election, attesting to the final voting results and percentages.

Top of Page

Interest

The amount paid by a borrower to a lender in exchange for the use of the lender's money for a period of time. Interest is paid on debt securities (bonds, notes, etc.) either in regular intervals or as a lump sum payment at maturity. Interest is usually expressed in terms of its percentage rate and is paid to the lender on the interest payment date.

Interest and Dividend Tax Compliance Act (IDTCA)

A federal law requiring the certification of a taxpayer's identification number (TIN) or Social Security number (SSN) in order to avoid the withholding of tax from dividend payments and sales of shares.

Internal Revenue Service (IRS)

Frequently referred to as the IRS, the U.S. government agency charged with collecting nearly all federal taxes, including personal and corporate income, Social Security and other taxes.

Investment

Funds placed in various vehicles (stocks, bonds, mutual funds, etc.) for the purpose of achieving income and capital increases.

Top of Page

Investor

An individual or institution who puts money at risk in the hope of achieving a profit through the purchase of securities, bonds or other assets.

Irrevocable Trust

Trust that cannot be changed or terminated by the one who created it without the agreement of the beneficiary of the trust.

Issue

A class of security.

Issued Shares

The total number of shares that a corporation has recorded in its official records as being owned by registered shareholders, including shares registered to the corporation.

Top of Page

Issuer

Legal entity that has the power to issue and distribute a security.

Joint Tenants (JT TEN) (also known as Joint Tenants with Right of Survivorship)

A joint ownership arrangement, which upon the death of one party, typically entitles the survivors to all of the jointly held shares.

Keogh Plan

Tax-deferred pension account designated for employees of unincorporated businesses or for persons who are self-employed.

Legal Transfer

Transaction that requires documentation other than the standard stock or bond power to validate the transfer of a stock certificate from a seller to a buyer (for example, securities registered to a corporation or to a deceased person).

Top of Page

Legended Stock

Shares of stock that are owned by an individual and cannot be sold, exchanged or otherwise transferred unless certain requirements are met. Legended stock certificates have a "legend" printed on them setting forth the transfer restrictions. In many instances, legended stock (also known as restricted stock) is held by the officers and directors of a corporation.

Letter of Administration

A certificate issued by a court evidencing the appointment of an administrator of an estate.

Letter of Credit (L/C)

A financial document issued to a company or individual by a bank, that guarantees the payment of a customer's drafts up to a stated amount for a specified period. It substitutes the bank's credit for the buyer's credit and reduces the seller's risk.

Letter of Indemnity

A letter signed by an authorized officer indemnifying a party and the corporation against liability.

Top of Page

Letter of Testamentary

A certificate issued by a court evidencing the appointment of an executor of an estate.

Letters of Transmittal (LT)

A document that accompanies securities in connection with exchanges, mergers or tender offers. It outlines processing instructions and takes the place of a stock power to make certificates negotiable.

Leveraged Buyout

Takeover of a company using borrowed funds.

Lien

The evidence of the right of a lender or investor to a specific property in case of a default on an obligation. When the debt is paid, the lien is removed.

Top of Page

Liquidation

The dismantling of a business by the sale of all its assets.

Long Position

1) Ownership of a security, giving the investor the right to transfer ownership to someone else by sale or by gift; the right to receive any income paid by the security; and the right to any profits or losses as the security's value changes. 2) Investor's ownership of securities held by a brokerage firm.

Mailing Affidavit

A legal document that must be established to affirming that proxy information was mailed or delivered to every shareholder of record.

Mailing Date

A specific date set for the mailing of certain material to stockholders such as interim reports, proxy material and dividend checks.

Top of Page

Majority Vote

More than 50 percent of all the shares eligible to vote on a matter.

Mark to Market

The process of adjusting the value of securities to reflect current market value.

Market Price

The price at which a share of stock is sold on the stock market. The market price will vary depending on supply, demand and other factors.

Market Value

The value of a security on a given date.

Top of Page

Maturity Date

The date on which a loan, bond or debenture comes due.

Medallion Signature Guarantee Program

A guarantee seal applied to securities, in the process of transfer, by member institutions of the Medallion program. This Medallion seal certifies that the signature is genuine and has legally binding authority. In addition, the guarantor of the seal assumes any financial responsibility associated with the endorsement.

Merger

Two or more entities become one.

Minor

An individual who is not of legal age.

Top of Page

Moody's Investors Service

A rating agency that assigns letter grades to bonds, preferred and common stock.

Municipal Bond

Tax-exempt bond issued by state and local governments to finance its needs such as student loans, highway repair and educational expenditures.

Mutual Fund

A fund operated by an investment company that accepts money from investors and invests it on their behalf (usually for a fee) in stocks, bonds, options, futures, currencies or money market securities. These funds offer investors the advantages of diversification and professional management.

National Association of Security Dealers Automated Quotations (NASDAQ)

A computerized system owned by NASD that provides brokers and dealers with price quotations for securities traded over the counter as well as for many New York Stock Exchange listed securities.

New York Stock Exchange (NYSE)

The oldest (1792) and largest stock exchange in the United States. The NYSE is an unincorporated association governed by a board of directors headed by a full-time paid chairman and comprised of 20 individuals representing the public and the exchange membership in about equal proportion. To be listed, a company must meet the exchange's stringent listing requirements.

Next-Day Settlement

When payment for a securities trade is made on the day following the trade.

No Adjournment

An exception to normal proxy voting protocol requested by a shareholder. Proxy cards usually state, "Shares will be voted at this annual meeting or at any adjournment thereof." If a shareholder strikes out this phrase, the proxy cannot be counted at any adjournment (reconvening) of the meeting.

Top of Page

No Substitution

An exception to normal proxy voting protocol requested by a shareholder. Proxy cards usually state, "The shareholder appoints certain people (collectively, the proxy committee) with full power of substitution to vote the shares." If the shareholder strikes out this phrase, the proxy cannot be voted if there is a change in the designated proxy committee.

Nominee

A person or firm, such as a bank official or brokerage house, into whose name securities or other properties are transferred by agreement. Nominees are usually used to facilitate transactions, but the beneficial owner retains the benefits of ownership.

Non-Callable

A preferred stock or bond that cannot be redeemed at the option of the issuer.

Non-Discretionary Proposal

A proposition on a proxy card requiring a response from the beneficial owner that does not fall under the "10-day rule." Therefore broker then cannot vote on behalf of the beneficial owner without having received specific instructions from him/her.

Top of Page

Non-Objecting Beneficial Owner (NOBO)

A beneficial stockholder who will not object to his/her name being released to the issuer of the issuer requests it.

Non-Probated Estate

An estate that has not been administered in a probate court and therefore would not have an administrator or executor appointed.

Non-Resident Alien Tax (NRA)

Tax withheld on income distributed to foreign individuals or corporations from sources within the U.S.

Non-Routine Item

A security received for transfer requiring documentation in addition to a medallion guaranteed stock power and transfer instruction.

Top of Page

Notice of Guaranteed Delivery

A form used in the event that an investor wants to tender shares but cannot arrange physical delivery of the certificates prior to the expiration of the tender offer. The investor may still accept the offer by executing a notice of guaranteed delivery. The deadline for subsequent delivery of the certificates is typically three NYSE trading days after the expiration of the offer.

Notice of Meeting

The legal one-page notice to shareholders stating the time and place of a shareholder or annual meeting. This notice is normally attached to the front of a proxy statement.

Oath of Inspectors

A sworn statement signed by inspectors of election, usually notarized, wherein they swear they will impartially and faithfully execute their duties as inspectors of election at a stockholders' annual or special meeting.

Objecting Beneficial Owner (OBO)

A beneficial owner who objects to the release if his/her name to the issuer.

Top of Page

Odd-Lot

Any number of shares of stock numbering less than 100.

Odd-Lot Buy Back

An offer made by a corporation or its agent to purchase shares from odd-lot shareholders.

Odd-Lot Resale

An offer made by a corporation or its agent to purchase shares from odd-lot shareholders and immediately resell them in the market, usually in round lots to institutions.

Offer

The price at which an owner will sell a security.

Top of Page

Omnibus Proxy

Assigns the voting rights held by the depository company back to the brokers, banks, and financial institutions for whom it is holding shares.

Opinion Letter

A document prepared by the legal counsel of a corporation authorizing the transfer agent to transfer restricted/legended shares.

Option

A right to buy or sell property that is granted in exchange for an agreed upon sum. If the right is not exercised after a specific period, the option expires.

Original Issuance Stock

Stock that is purchased directly from the issuing company without going to the stock market. If permission is granted by the SEC, a company may set aside original issue stock to be used for dividend reinvestment purchases, stock options, etc.

Top of Page

Original Issue Discount (OID)

Discount received on a security when purchased at less than par value.

Outstanding Dividends

Checks that have been mailed but have not been cashed. Funds are held until the checks are paid or escheated.

Outstanding Shares

The number of shares issued by the corporation, less treasury stock.

Over the Counter (OTC)

Market in which securities transactions are conducted through a telephone and computer network connecting dealers in stocks and bonds, rather than on the floor of an exchange.

Top of Page

Par Value

The stated or face value of a security. Par value has no relation to market value.

Partial Vote

When only a portion of the total shares in an account is voted.

Partnership

A business undertaking by two or more individuals in which each agrees to furnish capital and/or labor, and each shares in the profits and losses.

Payable Date

The date on which a declared stock dividend or a bond interest payment is scheduled to be paid.

Top of Page

Paying Agent

An agent appointed by an issuer of securities to handle interest or dividend payments to holders of record.

Personal Representative

An individual named in a court appointment to manage or distribute a decedent's estate.

Plurality Vote

The highest percentage of votes cast on a proposal.

Poison Pill

A slang term for a shareholder rights plan instituted to discourage a hostile takeover. See Rights Agreement.

Top of Page

Power of Attorney

A written document authorizing a particular person or institution to act on behalf of another.

Preferred Stock

A stock that pays dividends at a specific rate and that has preference over common stock in the payment of dividends and the liquidation of company assets.

Preferred Stock, Callable

Preferred stock that can be repurchased by the issuer at a specified price.

Preferred Stock, Convertible

Preferred stock that can be exchanged for common stock at a specified price or ratio.

Top of Page

Preferred Stock, Cumulative

Preferred stock that entitles the holder to receive dividends in arrears that accumulated during years when the dividend was not paid.

Preferred Stock, Protective

Preferred stock where dividends are guaranteed, even if the company is not earning a profit.

Premium

The amount by which the market value of a preferred stock or a bond exceeds its face value or par. For options, the premium is the amount paid by the option buyer for the right to purchase or sell a security during a specified time frame.

Principal

1) A party to a transaction, acting as either a buyer or seller for his or her own account and risk. 2) Owner of a privately held business. 3) The face amount of debt.

Top of Page

Prior Agent

The institution that acted as transfer agent for a company before the current transfer agent was appointed.

Privately Held Company

A company whose stock is closely held and not publicly traded.

Pro Rata

Latin for "according to the rate," a method of proportionate allocation. In many stock/cash elections, the acquiring company limits the total number of shares of new stock that can be issued. If the total elections for new stock by the shareholders of the company being acquired exceed this limit, the exchange agent will pro-rate the new stock to be issued to each holder. This pro-ration results in shareholders receiving both stock and cash rather than just stock in the new company as they had elected.

Probate

1) The act of proving before a court that a will is valid. To probate a will, most states require at least two witnesses that are competent. 2) To present a will to the court for appointment of an executor to carry out the will's instructions.

Top of Page

Prospectus

A formal, written offer to sell or exchange securities that sets forth the information an investor needs to make an informed decision. The prospectus contains material information about the security offering, the company lines of business, financial information, management, litigation and operations.

Protect

To assure the payment or delivery of funds or securities.

Proxy

A person who is authorized to vote on behalf of another, usually a stockholder.

Proxy Card

The means by which one party assigns his or her vote to the proxy and instructs the proxy how to vote.

Top of Page

Proxy Committee

A group of individuals appointed by management to formally represent the shareholders who send in proxy cards to vote the represented shares in accordance with the shareholders' instructions.

Proxies/Signature

Written authorization given by a shareholder to someone else to represent him or her and vote his or her shares at a shareholder meeting.

Proxy Solicitor

A specialist (firm) hired to gather proxy votes. A proxy solicitor can be extremely helpful when non-discretionary proposals are on the proxy card.

Proxy Statement

A booklet containing, among other disclosures, the description of the proposals to be voted upon at the shareholder's meeting, the names and brief biographies of nominees for directorships, and a summary of their salaries and benefits. The contents of the proxy statement is prescribed by SEC rules and regulations.

Top of Page

Publicly Held

A company with outstanding shares that are held by public investors.

Put Option

A contract giving a holder of a security the right to sell the security at a specific price during a specified period of time.

Quarterly Report

In addition to the annual report, companies may publish unaudited interim reports on a quarterly basis to update shareholders on the company's financial progress and operational changes.

Quorum

The minimum number of shares legally required to conduct business at an annual or special meeting.

Top of Page

Raider

An individual or corporate investor who intends to take control of a company by buying a controlling interest in its stock and installing new management.

Rate

1) The per share cash (or share) amount declared by a corporation and paid to its shareholders as of the record date. 2) The exchange rate a corporation pays (in cash and/or shares) to security holders for their shares in a merger, redemption, tender or other offer.

Recapitalization (ReCap)

Financial rearrangement of a company's capital structure undertaken to increase return to security holders, to change the debt/equity ratio, or fend off a hostile tender offer. The process has varied forms and can involve, but is not limited to, any of the following actions: issuing new debt, or equity, restructuring debt or altering the present value of issued stock. The company initiating the recap may require the services of an exchange agent and/or disbursing agent.

Record Date

Date on which a shareholder must own shares of record in order to be entitled to vote, to receive a dividend, or take certain actions.

Top of Page

Record Holder

The individual or institution listed on the corporation's books as a securityholder as of a specified record date.

Redemption

Repayment of a debt security or preferred stock issue, at or before maturity, at par or at a premium price.

Registered Owner

An owner of Registered Shares.

Registered Shares

A security that is registered in the books of the issuer in the name of the owner.

Top of Page

Registrar

The registrar monitors the number of shares issued by a company to ensure that it does not exceed the number of authorized shares.

Registration

The name of the shareholder as it appears on the stock certificate and/or on the corporation's or transfer agent's records.

Reorganization

See Corporate Actions.

Reserves

Blocks of shares set aside by a company for conversions acquisitions, original issuances, or other specific payors.

Top of Page

Reverse Stock Split

A proportionate decrease in the number of shares outstanding, but not the total value of shares held by shareholders.

Right

Privilege granted to existing shareholders of a corporation to buy additional shares of a new issue of common stock at a specified price before it is offered to the public.

Rights Agreement

An anti-takeover arrangement often established by a company in anticipation of a hostile takeover attempt. The company appoints a rights agent who will issue rights certificates to each stockholder at the time of the takeover attempt. The stockholder may then exercise these rights to receive additional shares of stock and/or debentures, making the target company more expensive to acquire as a result of the additional shares outstanding, or the additional debt.

Rights Offering

Offering of common stock to existing shareholders who hold rights to buy newly issued shares or often at a discount from the price at which shares will later be offered to the public.

Top of Page

Round Lot

Generally accepted unit of trading on a securities exchange. For example, on the NYSE, a round lot is 100 shares for stock and $1,000 or $5,000 par value for bonds. For inactive stocks, a round lot is 10 shares.

Routine Item

Security received for transfer that requires only a transfer instruction and a medallion guaranteed stock power to process.

RPO (Returned from Post Office)

Items that have been returned to the sender because they are undeliverable.

Safekeeping

The storage and protection of a shareholder's stock provided as a service by a bank, broker or transfer agent.

Top of Page

Same-Day Funds Settlement (SDFS)

A settlement service offered by the Depository Trust Company (DTC) for certain book-entry eligible securities. Settlement is made on the same day as the trade.

Scrip

A temporary certificate representing fractional shares. Before the scrip expires, the shareholder must decide to round up or round down to full shares.

Secondary Offering

Public sale of previously issued securities held by large investors, usually corporations, institutions, or other affiliated persons, as distinguished from a new issue or primary distribution, where the seller is the issuing corporation.

Securities and Exchange Commission (SEC)

Federal agency created under the Securities Exchange Act of 1934. The SEC's mission is to administer federal laws and issue rules and regulations to provide protection to investors and to ensure that the securities markets are fair and honest.

Top of Page

Security

An investment instrument that signifies an ownership position in a corporation (a stock), a creditor relationship with a corporation (a bond), or rights to ownership, such as those represented by an option, subscription right and subscription warrant.

Self Tender

When a corporation purchases it's own shares in the open market, typically at a pre-announced premium over current market price.

Selling Short

Sale of a security or commodity futures contract not owned by the seller; a technique used 1) To take advantage of an anticipated decline in the price, or 2) To protect a profit in a long position.

Series

The designation assigned to multiple issues of common or preferred stock, i.e., "Series A Preferred."

Top of Page

Settlement

See "T+3"

Settlement Date

Three days after the trade date by which an executed order must be settled between the buyer and seller.

Share

Any of the equal portions into which the capital stock of a corporation is divided and ownership is evidenced by a stock certificate or book entry notation with a company's transfer agent.

Shareholder

Owner of one or more shares of stock in a corporation.

Top of Page

Shareholder Account Maintenance

The ongoing adjustments made to a securityholder's records.

Signature Guarantee

A stamp affixed to the assignment area of a stock or bond certificate (or stock power) "guaranteeing" the signature of the person transferring the shares. The stamp can be affixed by a firm participating in the securities transfer agents medallion program or STAMP. The institution guaranteeing the signature assumes certain liabilities in the event of a fraud.

Small Estate Affidavit

A notarized document that states the value of the estate and the individual who can distribute the proceeds of the estate.

Sole Proprietorship

A business owned by one individual.

Top of Page

Spin-off

Creation of a new company from a division or subsidiary of an existing company.

Stock

Ownership in a corporation, as measured in units called shares, entitling the owner to a claim on the corporation's earnings and assets. The most frequent issues of stock are "common" and "preferred."

Stock Acquisition

The acquisition of a company in which stockholders of the company being acquired receive the acquiring company's stock in exchange for their shares.

Stock Certificate

Documentation of shareholder's ownership in a corporation. The certificate indicates the number of shares owned by an individual, par value (if any), the class of stock (for example, common or preferred), and attendant voting rights.

Top of Page

Stock Dividend

A distribution of additional stock paid to shareholders of record on a specified date. A stock dividend is usually reportable as income on a Form 1099DIV.

Stock Exchange

A formal marketplace where securities are bought and sold. Among the most common exchanges are the New York Stock Exchange (NYSE) and the American Stock Exchange (AMEX).

Stock Option

The right to purchase or sell a specified number of shares of a particular stock at a fixed price for a specified time limit. If the option is not exercised before the expiration date, all monies paid for the option are forfeited.

Stock Power

Power of attorney form, separate from the stock certificate, transferring ownership of a registered security from the owner to another party.

Top of Page

Stock Split

A change in a company's number of shares outstanding that does not change a company's total market value, or each shareholders percentage stake in the company.

Stock/Cash Election

The stock acquisition of a company in which the stockholders of the company being acquired have the option to receive the new company's stock and/or cash in exchange for their shares.

Stop

A block placed against securities indicating that the shares cannot be transferred (e.g., they have been reported lost or stolen). Stops also can be placed upon entire accounts.

Street Name

The holding of customers' securities by a brokerage firm in its name. The procedure allows for easier transfer of stock ownership and shares during sale transactions.

Top of Page

Subscription

An offering of newly issued securities (debt or equity) by a corporation to its securityholders as of a record date.

Subscription Right

See right.

Subscription Warrant

See warrant.

Successor Trustee

A trustee who follows or succeeds an earlier trustee, and who generally has all the powers of the earlier trustee. Trusts generally make provisions for the appointment of successor trustees.

Top of Page

Super Majority

A proposal requiring more than a simple majority of the votes eligible to be cast at an annual or special meeting. A super majority is often a 2/3 (66-2/3 percent) vote, but can be higher.

Suppressed Check

When a dividend or interest check is returned undeliverable to a transfer agent two consecutive times, subsequent payments are credited to the shareholder's account, however a check is not produced.

Surety Bond

A bond that backs the performance of the person bonded. An insurance agreement pledging security against financial loss.

T+3 (Trade Date + 3 or Settlement Date)

The business day by which an individual must pay for securities purchased on deliver securities sold.

Top of Page

Tabulating Agent

The agent who counts the proxy vote and checks the legitimacy of votes on ballots. Sometimes the tabulating agent can be the same person as the Inspector of Elections.

Tabulating Report

A report detailing the quorum and voting results on each proposal.

Tax Equity and Fiscal Responsibility Act of 1983 (TEFRA)

Requires federal income tax withholding on payments of dividend and interest to accounts without a certified tax identification number on file.

Tax Identification Number (TIN)

A number used to identify an individual or entity for federal income tax purposes.

Top of Page

Tenancy by the Entirety (TBE)

Form of co-ownership by husband and wife where ownership passes automatically at the death of one co-owner to the surviving co-owner. Each has full ownership but cannot dispose of the asset without permission from the other.

Tenancy in Common (TIC)

A form of ownership by two or more persons in which the interest of a deceased co-owner becomes part of his estate and does not automatically pass to the co-owner(s).

Tenant

Part owner of a security.

Tender Agent

Handles a tender offer by notifying shareholders of the offer, receiving tendered shares and paying the holders.

Top of Page

Tender Offer

Formal offer to holders of a particular issue by a third party to purchase their stock. The offer is made first via a newspaper "tombstone" advertisement and then by a letter of transmittal to each holder. The price offered usually exceeds the market price of the security and the offeror may offer cash or a combination of cash and shares. Tendering is a voluntary action the shareholder does not have to participate in the offer if he/she does not want to. A tender offer may arise from friendly negotiation between the company and a suitor or may be unsolicited and possibly hostile.

Testate

Having made and left a valid will; a person who dies with a will is said to die testate.

Trade Date

The date on which the purchase or sale of securities is made.

Transcript of Account

A detail listing of a security holder's account reflecting all current and prior account transactions.

Top of Page

Transfer

The formal and legal change of ownership of a security from one person or entity to another.

Transfer Agent

An agent appointed by a corporation to maintain records of stock and bond owners, to cancel and issue certificates, and to resolve problems arising from lost, destroyed or stolen certificates.

Transfer on Death (TOD)

The process of changing the title of a security from one name to another upon the death of one of the titleholders.

Transferee

The new registered owner of the shares identified in the Assignment section on the reverse side of a stock certificate or on the stock power separate from the stock certificate.

Top of Page

Treasury Shares

Stock reacquired by the issuing company and available for retirement or resale. The shares are considered issued, but not outstanding, and cannot be voted.

Trust

A relationship in which one person or institution holds legal title to property and administers it for the benefit of the beneficiary.

Trust Company

A financial institution or organization established specifically to serve in a fiduciary capacity for individuals or businesses.

Trustee

The party responsible for preserving and managing the assets of a trust for another party, called a beneficiary.

Top of Page

Trustor

The person(s) who assign assets owned by them into a trust, (also called a settlor).

Unclaimed Dividend

A dividend not claimed by its owner. Usually, it is returned by the post office marked "undeliverable." Unclaimed dividends are held on deposit until the dividend disbursing agent receives notice of a proper mailing address, or until they must be turned over to the state as abandoned property. (See Abandonment or Escheat.)

Uniform Gifts to Minors Act (UGMA)

A statute providing a simple way to transfer property to a minor without the complications of a formal trust, and without the restrictions applicable to the guardianship of a minor's property. UGMA property is managed by a custodian, who is appointed by the donor. Some states may have a Uniform Transfer to Minors Act (UTMA) which operates similarly, but may be applicable to different property.

Vault

A heavily secured area of a financial institution protected against fire and theft. It is used for storage of cash, securities and other assets.

Top of Page

Vignette

A symbol or pictorial representation of the corporation on a stock certificate. Usually a complicated and artistic design, it is meant to make the counterfeiting of stock certificates difficult.

Voluntary Contributions

Money voluntarily sent in by a shareholder to purchase additional shares through a dividend reinvestment plan.

Voting Instruction Card

A voting card sent to participants in an employee plan giving the trustee of the plan the authority to vote the shares as indicated on a proxy card.

Voting Right

A right of shareholders to vote in person or by proxy on corporate proposals or the election of directors.

Top of Page

W-8

A form used as a written declaration by a shareholder stating his/her country of tax residency. If a foreign holder does not complete the form, the Internal Revenue Service requires that a percent of the payments be withheld for tax purposes.

W-9

A form to certify a shareholder's tax identification number or Social Security number.

Warrant

A certificate given to shareholders by an issuer allowing the holders to purchase a specific amount of shares at a specified price within a specific period of time.

White Knight

A company or individual coming to the rescue of a firm threatened by an unfriendly takeover. The white knight may make a higher offer or arrange a friendly takeover.

Top of Page

Will

A document, also called a testament, that when signed and witnessed gives legal effect to the wishes of a person with respect to disposal of property upon his/her death.

Year-to Date (YTD)

The time span from the beginning of the calendar year through the present day. Fiscal YTD would apply to a company's fiscal year.