What Is a DEF 14A?

The DEF 14A (Definitive Proxy Statement) is filed before a company's annual shareholder meeting. It contains everything shareholders need to vote: board director nominees, executive compensation tables, shareholder proposals, and audit committee details. The proxy is the primary public disclosure of how much executives are paid.

Why It Matters

The proxy statement is the best source for executive compensation data — CEO pay, stock awards, option grants, perks, and severance packages. It also reveals related-party transactions (deals between the company and its insiders) and the full board of directors.

Key Sections

• › Board of directors and nominees
• › Executive compensation tables (Summary Compensation Table)
• › CEO pay ratio
• › Say-on-pay advisory vote
• › Related party transactions
• › Audit fees

Questions This Filing Answers

• ? How much does the CEO make?
• ? Who is on the board of directors?
• ? Are there any related-party transactions?
• ? What are the shareholder proposals this year?
• ? How much did the company pay its auditor?