DEF 14A DEF 14A

A DEF 14A - the SEC code for a definitive proxy statement - is the document a US public company files and mails to shareholders before any meeting at which shareholders will vote on company matters, most commonly the annual general meeting. The "DEF" prefix means definitive (final), as distinguished from PRE 14A (preliminary), PRER 14A (preliminary revised), and DEFA 14A (additional definitive material). The proxy statement is filed on EDGAR under Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, and it must be sent to shareholders along with the proxy card and annual report at least 20 to 40 calendar days before the meeting depending on the form of delivery. Required disclosures include: every nominee for the board of directors with biographical and independence information; the audit committee report; executive compensation tables (Summary Compensation Table, Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, Nonqualified Deferred Compensation); the Compensation Discussion and Analysis (CD&A); the pay-versus-performance disclosure (added in 2022); each shareholder proposal that survived Rule 14a-8 SEC staff review; and the auditor ratification proposal. Activist investors often run proxy contests using their own proxy statement (a competing DEF 14A), forcing shareholders to choose between management and the activist slate.

Founders of US public companies are personally named in the proxy statement as nominees and as Named Executive Officers (NEOs) in the compensation tables. The proxy statement is the document where executive pay is disclosed in the most granular detail every year, and it is the document where institutional investors (and increasingly retail) decide their say-on-pay vote. ISS and Glass Lewis, the two major proxy advisory firms, write voting recommendations based on the proxy statement.