What is the difference between a DEF 14A and a PRE 14A?

A PRE 14A is the preliminary proxy, filed for SEC review when non-routine matters such as M&A or board contests are on the ballot. The DEF 14A is the definitive version mailed or e-delivered to shareholders once any SEC comments are addressed.

What do shareholders vote on in a DEF 14A?

Typically director elections, ratification of the auditor, the advisory Say-on-Pay vote on executive compensation, the Say-on-Pay frequency vote, equity-plan approvals, and any Rule 14a-8 shareholder proposals — each with the board's recommended vote.

An advisory shareholder vote on executive compensation packages required by Section 14A of the Exchange Act, added by Dodd-Frank in 2010. It is non-binding but politically meaningful.

Additional definitive proxy soliciting materials — updates, corrections, or supplemental information filed after the initial DEF 14A. They are particularly common during contested votes, when a company responds to activist mailings.

Where is executive pay explained in a proxy statement?

In the Compensation Discussion and Analysis (CD&A), the narrative section explaining the rationale for pay decisions, alongside the Summary Compensation Table, the CEO pay-ratio disclosure (mandatory since 2018), and the pay-vs-performance disclosure (mandatory since 2023).

Learn / def-14a

What is a DEF 14A filing?

DEF 14A is the definitive proxy statement a U.S. public company files with the SEC before any meeting at which shareholders vote — typically the annual meeting. It tells shareholders what they are voting on and gives them the data to vote informed.

Last updated: 2026-07-30. Source: SEC EDGAR.

DEF 14A is the official proxy package

Section 14(a) of the Securities Exchange Act of 1934 and SEC Regulation 14A require companies soliciting shareholder proxies to file a proxy statement disclosing what is being voted on, how the company recommends each vote, and the information shareholders need to evaluate management.

The DEF 14A is the “definitive” version filed shortly before the meeting. Many companies first file a preliminary version (PRE 14A) for SEC review, then refile as DEF 14A once any SEC comments are addressed.

What's inside a typical DEF 14A

Notice of Annual Meeting: date, time, location (or webcast URL), record date.
Voting items: director election, ratification of auditor, advisory vote on executive compensation (“Say-on-Pay”), advisory vote on Say-on-Pay frequency, equity-plan approvals, shareholder proposals.
Director nominees: biographies, qualifications, independence status, board committee memberships, prior public-company directorships.
Executive compensation: Compensation Discussion and Analysis (CD&A), Summary Compensation Table, pay-vs-performance disclosures, CEO pay-ratio disclosure.
Stock ownership: principal stockholders (≥5%), directors and named executive officers, related-person transactions.
Shareholder proposals: Rule 14a-8 proposals submitted by shareholders, with the board's position.
Auditor matters: fees paid by category, audit-committee report.

DEF 14A vs. PRE 14A vs. DEFA14A

PRE 14A: preliminary proxy. Filed for SEC review when the matters being voted on are “non-routine” (e.g., M&A, board contests). SecFilingDex tracks 10 PRE 14A filings.
DEF 14A: definitive proxy. The version mailed (or e-delivered) to shareholders. SecFilingDex tracks 23 DEF 14A filings.
DEFA14A: additional proxy materials. Used to provide updates, corrections, or supplemental information after the initial DEF 14A — particularly common during contested votes when the company responds to activist mailings. SecFilingDex tracks 0 DEFA14A filings.

Why proxies matter — beyond the vote itself

Even passive shareholders should read the proxy. The CD&A is the most candid disclosure on executive incentives the company will produce — it explains what metrics the board chose to reward, why, and how compensation lined up with performance. Pay-ratio and pay-vs-performance disclosures (mandatory since 2018 + 2023 respectively) make pay structures cross-comparable with peers in a way the 10-K cannot.

Frequently asked questions

What is the difference between a DEF 14A and a PRE 14A?: A PRE 14A is the preliminary proxy, filed for SEC review when non-routine matters such as M&A or board contests are on the ballot. The DEF 14A is the definitive version mailed or e-delivered to shareholders once any SEC comments are addressed.
What do shareholders vote on in a DEF 14A?: Typically director elections, ratification of the auditor, the advisory Say-on-Pay vote on executive compensation, the Say-on-Pay frequency vote, equity-plan approvals, and any Rule 14a-8 shareholder proposals — each with the board's recommended vote.
What is Say-on-Pay?: An advisory shareholder vote on executive compensation packages required by Section 14A of the Exchange Act, added by Dodd-Frank in 2010. It is non-binding but politically meaningful.
What is a DEFA14A?: Additional definitive proxy soliciting materials — updates, corrections, or supplemental information filed after the initial DEF 14A. They are particularly common during contested votes, when a company responds to activist mailings.
Where is executive pay explained in a proxy statement?: In the Compensation Discussion and Analysis (CD&A), the narrative section explaining the rationale for pay decisions, alongside the Summary Compensation Table, the CEO pay-ratio disclosure (mandatory since 2018), and the pay-vs-performance disclosure (mandatory since 2023).

Our view

The proxy is the most underused governance disclosure on EDGAR. Activist campaigns are won and lost on it; shareholder proposals foreshadow regulation; CD&A drift quarter-over-quarter telegraphs board priority shifts. Two practical hacks: (1) compare consecutive years' CD&A diff to see what board emphasis changed; (2) read the Audit Committee Report — its tone tells you how seriously the board takes the auditor relationship.

See live data

Browse live DEF 14A filings — 23 filings indexed. Updated as new EDGAR submissions are ingested.

Sister-property applied analysis

SecFilingDex catalogs the filings. For applied analysis on the same SEC corpus — narrowed to tracked superinvestors with framework + POV — see the sister site:

HoldLens: Smart-money signals across 30 tracked superinvestors — Proxy voting outcomes shape governance — HoldLens overlays them against fund-manager positioning.

Reading on filings

Understanding the form is step one; reading one is step two. These are the references that help with the second part.

Security Analysis — Benjamin Graham & David Dodd
The reference on reading a filing and valuing what is inside it. Dense, and still the book the rest cite.
Financial Shenanigans — Howard M. Schilit
How accounting manipulation actually shows up in disclosures — written around real filings and what gave them away.
Financial Statement Analysis — Martin S. Fridson & Fernando Alvarez
A working guide to the statements inside a 10-K or 20-F, including where the notes matter more than the headline numbers.
The Intelligent Investor — Benjamin Graham
The plain-language starting point if the filings are new to you and the vocabulary is the obstacle.
The Essays of Warren Buffett — Lawrence A. Cunningham (ed.)
Shareholder letters organised by theme — a filer's own account of what disclosure is for, from the reporting side.

Several of these are on Audible — free trial — Graham and Fridson both read well as audio if you are commuting.

Book links go to Amazon. As an Amazon Associate, SecFilingDex earns from qualifying purchases, at no extra cost to you. The filings data on this site is free and never changes based on these links.

Glossary

DEF 14A: Definitive proxy statement filed under Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A. The official proxy package mailed or e-delivered to shareholders before a vote.
PRE 14A: Preliminary proxy statement filed for SEC review when non-routine matters are on the ballot. Typically becomes a DEF 14A after SEC comments are addressed.
DEFA14A: Additional definitive proxy soliciting materials. Updates, corrections, or supplements after the initial DEF 14A — common during contested votes.
Say-on-Pay: Advisory shareholder vote on executive compensation packages required by Section 14A of the Exchange Act (added by Dodd-Frank, 2010). Non-binding but politically meaningful.
CD&A: Compensation Discussion and Analysis. The narrative section of the proxy explaining the rationale for executive pay decisions. The most candid disclosure on board priorities the company produces.
Rule 14a-8: SEC rule allowing eligible shareholders to submit proposals for inclusion in the company's proxy. Subject to substantive and procedural requirements; the board may exclude proposals on certain grounds with SEC concurrence.