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SEC Filings

Proxy Statement (DEF 14A)

The annual SEC filing that discloses executive compensation, board nominees, and matters requiring a shareholder vote.

Proxy Statement (DEF 14A) is a term from U.S. executive-compensation disclosure — typically a line item in the SEC Summary Compensation Table, a concept in the Compensation Discussion and Analysis section of the proxy statement, or a category from the say-on-pay regulatory framework. Understanding Proxy Statement (DEF 14A) is part of reading public-company executive pay defensibly. SEC compensation disclosure rules have evolved meaningfully over the past two decades, and several concepts in current proxy statements (pay-versus-performance disclosure, CEO pay ratio, hedging policies) have different conventions than older disclosures.

Each company page on CEOPay surfaces the Proxy Statement (DEF 14A)-relevant disclosure for that specific filing, so the general definition here translates into concrete pay-data context on the per-company pages.

In Depth

A proxy statement, formally known as a DEF 14A filing, is one of the most important documents a public company produces each year. Filed with the Securities and Exchange Commission before a company's annual shareholder meeting, the proxy statement provides shareholders with the information they need to make informed voting decisions. The document contains the Summary Compensation Table, which breaks down total pay for the CEO and other named executive officers into salary, bonus, stock awards, option awards, non-equity incentive compensation, pension changes, and other compensation. Beyond pay, the proxy statement discloses the compensation committee's rationale for pay decisions in the Compensation Discussion and Analysis (CD&A) section. It also lists board director nominees, potential conflicts of interest, related-party transactions, and proposals that require shareholder votes, including say-on-pay advisory votes. Proxy statements are filed on SEC EDGAR and are freely accessible to the public. Institutional investors, proxy advisory firms like ISS and Glass Lewis, and governance researchers rely heavily on these filings to evaluate whether executive pay aligns with company performance and shareholder interests.

Related Terms

DEF 14A

The formal SEC filing designation for a definitive proxy statement, the primary source of executive compensation data for public companies.

Compensation Discussion & Analysis (CD&A)

The narrative section of the proxy statement where the compensation committee explains its philosophy, decision-making process, and rationale for executive pay.

Say-on-Pay Vote

A non-binding shareholder advisory vote on whether the company's executive compensation is appropriate.

Compensation Committee

The board committee of independent directors responsible for setting executive pay, hiring compensation consultants, and designing incentive programs.

Explore More

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Frequently Asked Questions

What is Proxy Statement?

The annual SEC filing that discloses executive compensation, board nominees, and matters requiring a shareholder vote.

Why does Proxy Statement matter for shareholders?

Understanding Proxy Statement is essential for evaluating executive compensation and corporate governance. It directly affects how shareholders assess whether CEO pay is justified and aligned with company performance. Informed shareholders use this concept when voting on say-on-pay proposals and evaluating board accountability.

Source: SEC EDGAR DEF 14A proxy statements, 2026.