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.