Who are we to believe regarding the facts of the proxy?
A whiny, short-sighted investor who has an axe to grind or professional accountants and regulatory agencies who are required by law to affirm the accuracy of the document?
The proxy must be certified by the chief financial officer, chief executive officer, the company's audit firm (PWC) and then filed with the Securities Exchange Commission for further review and examination.
In this era of transparency and full disclosure, executives and auditors go to jail if the company does not fully and accurately disclose. If you truly want a complete and full explanation of your proxy concerns (ref: stock appreciations since 1998), then quit whining and contact investor relations or shareholder relations.
If that's not to your liking, then contact the SEC if you think you have found something in the proxy that dozens of financial experts missed. Blabbing about it on this message board isn't getting you one step closer to the truth. Unless, of course, you are afraid of the truth.