Glossary · Defined term
Proxy statement
A proxy statement (SEC Form DEF 14A) discloses board nominees, executive pay, and shareholder proposals ahead of the annual meeting.
Last updated Oct 2, 2026
What it means
A proxy statement is a document public companies file with the SEC before their annual shareholder meeting, officially known as Form DEF 14A. It discloses what shareholders will vote on: the slate of director nominees, executive compensation packages, auditor ratification, and any shareholder proposals. The name comes from the proxy votes it solicits, letting shareholders vote without attending in person.
For investors, the proxy is the best window into corporate governance. The compensation tables show exactly what the CEO and top executives earned, including salary, bonuses, and stock awards, and the related discussion explains how pay is tied to performance. Shareholders can also see which directors are considered independent and how often the board meets.
Shareholder proposals in the proxy reveal what activists and gadflies are pushing for, from climate disclosures to board diversity. While most proposals fail, the vote totals signal how much support an idea commands, and companies sometimes adopt popular measures voluntarily to avoid repeat fights.
An example
For illustration, before voting your shares you read the proxy statement and discover the CEO's total pay tripled while the stock fell 20%. That context shapes how you vote on the board nominees and the advisory say-on-pay resolution.