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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: 2026-05-01. 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.

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.

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.