Proxy Statements (DEF 14A)
Compensation, governance, and the questions only proxies answer
The DEF 14A — formally, the definitive proxy statement filed in connection with an annual or special meeting of shareholders — is one of the most informationally rich filings in the SEC system, and one of the least read by typical investors. The DEF 14A discloses the matters to be voted on at the meeting (typically director elections, ratification of auditors, shareholder proposals, and say-on-pay advisory votes), the company's compensation arrangements for named executive officers (NEOs) in detailed compensation tables, the principal-shareholder ownership (5%+ holders), the related-party transactions that the 10-K's Item 13 typically incorporates by reference, the corporate-governance structure (board composition, committee assignments, lead-director arrangements), and any shareholder proposals submitted under Rule 14a-8. For an analyst evaluating governance quality, executive incentives, related-party transactions, or shareholder rights, the DEF 14A is usually more informative than the 10-K.
The compensation tables — particularly the Summary Compensation Table (SCT), the Grants of Plan-Based Awards table, and the Outstanding Equity Awards table — quantify executive incentives in detail that no other filing matches.
That is the opening. Finishing a lesson is where it stops being interesting and starts being useful: the full lesson runs to 8 sections and ends with 6 practice questions. A free account is what opens the rest, and the other 255 lessons in the Academy with it. No card.
What this lesson covers
- 1The compensation tables — what each one shows
- 2Shareholder proposals (Rule 14a-8) and say-on-pay
- 3DEF 14A Compensation Reader
- 4DEF 14A regulatory framework and item structure
- 5DEF 14A reading priorities — five sections worth focused attention
- 6The Pay Versus Performance disclosure — Item 402(v) and what it reveals
- 7Where to see this on the platform
- 8Summary