Proxy statement (DEF 14A)
The definitive proxy filing sent to shareholders before the annual meeting, covering board elections, executive pay and shareholder votes.
A proxy statement is the document a company files as a definitive proxy, form DEF 14A, before its shareholder meeting. It asks shareholders to vote on matters such as electing directors, approving executive pay in a say-on-pay vote, ratifying the auditor and considering shareholder proposals. It discloses named executives' compensation in detail.
On our site, the DEF 14A is linked from the company's filings with its key votes. The pay section and the results of prior votes are the most useful parts.
Traders care because pay structures show how management is incentivized, and a weak say-on-pay vote can signal investor pushback. Shareholder proposals and board changes can also act as catalysts.
Worked example (illustrative numbers, not real data): a proxy shows that 40 percent of the chief executive's pay is tied to a total shareholder return target. The say-on-pay vote passed with 62 percent support, down from 90 percent the year before. Traders may read the drop as investor concern about pay design.