How do you read DEF 14A (proxy statement)?

It is the source for executive pay and the board's make-up. The 10-K usually refers to it for these. The result of the vote is not in it: the company files that a few days after the meeting, on an 8-K (item 5.07).

DEF 14A (proxy statement)

Filings and share structure

The document a company sends its shareholders before the annual meeting: what is put to the vote, who sits on the board and what the top executives are paid.

How it is worked out

It is filed with the SEC every year before the annual meeting. It holds the executive pay table, since 2023 the Pay versus Performance table in structured data, the items put to the vote (directors, auditor, say-on-pay) and who holds more than 5% of the shares.

How to read it

It is the source for executive pay and the board's make-up. The 10-K usually refers to it for these.
The result of the vote is not in it: the company files that a few days after the meeting, on an 8-K (item 5.07).

Example

A company whose year ends in December usually files its DEF 14A in March or April, for a meeting in May.

Related terms

The other pages on US stocks, free to read. On the company pages, the last three fiscal years are open to everyone, five with a free account, and every year with Ploutos Investor.

US stocksThe market today, the sectors, the largest companies and the week's results.The market's sectorsThe 11 sectors side by side: returns, share of the market, median P/E and dividend.Compare stocksTwo companies side by side: price over up to ten years, with and without dividends, and every figure.US dividend stocksEach dividend's yield next to whether the company's cash covers it and whether it was ever cut.

Explanations of terms for learning, with examples from SEC filings.