What Is a Proxy Statement (DEF 14A) and What Does It Contain?
January 13, 2026
What Is the Proxy Statement?
The definitive proxy statement — filed with the SEC as form DEF 14A — is the document that public companies send to shareholders in advance of the annual meeting. It describes the matters shareholders will vote on and provides the information they need to cast an informed vote. Proxy statements must be filed at least 40 days before the shareholder meeting.
Executive Compensation
The proxy is the primary source for detailed executive compensation data. It contains a Summary Compensation Table showing total pay for the CEO, CFO, and other named executive officers — broken down into salary, bonus, stock awards, option awards, and other compensation. The proxy also includes a Compensation Discussion and Analysis (CD&A) section where the board explains the philosophy and structure behind executive pay.
Board of Directors
The proxy contains biographies of director nominees, their committee assignments, independence status, and compensation. It also discloses any related-party transactions between the company and its directors or major shareholders — a source of potential conflicts of interest worth scrutinizing.
Shareholder Proposals
Institutional investors and activist shareholders submit proposals that are included in the proxy and put to a vote. These can range from requests for climate disclosures to executive compensation reforms. Tracking how proposals are voted on — and whether management recommends for or against — provides insight into the board's relationship with its shareholder base.
Audit Committee Report
The proxy includes the audit committee's report on the company's financial reporting processes, including the ratification of the independent auditor. Auditor changes, particularly unexpected ones, deserve careful attention as they can signal disagreements over accounting treatment.
Related Articles
Earnings per share is one of the most widely reported financial metrics. Understanding the difference between basic and diluted EPS — and its limitations — is essential for informed analysis.
Many analysts consider the cash flow statement the most reliable of the three financial statements. Here's how to read it from a 10-K and what each section tells you.
Every institutional investment manager with more than $100 million in AUM must disclose their equity holdings quarterly via Form 13F. Here's how to read and use these filings.
Working capital measures a company's short-term financial health. It's calculated directly from the balance sheet in every 10-K and tells you whether a company can cover its near-term obligations.