Proxy statement (DEF 14A).
In plain English
A proxy statement, filed as DEF 14A, is the document a public company must give shareholders before a meeting where votes will be taken. It lists the matters up for vote, including director elections, ratification of the auditor, the say-on-pay vote, and any shareholder proposals. It also carries the compensation tables, which show what executives were actually paid and how the pay was structured. Shareholders who cannot attend vote by proxy, meaning they authorize someone to cast their votes as instructed. In practice it is the most readable filing about governance, because the disclosure requirements force specifics.
01Why it matters
If you own shares, this is the filing that tells you what you are voting on and what the people running the company are paid, in numbers rather than adjectives.
02The math, step by step
Say the proxy shows a chief executive with a 1.2 million dollar salary, a 2.5 million dollar annual bonus, and 8 million dollars of stock awards. Salary is about 9 percent of the 11.7 million dollar total. Most of the pay depends on the share price, which the tables spell out.
Illustrative example. The amounts here are hypothetical, chosen to show how the math works, not real quoted rates or figures.
03What this is NOT
It is not the financial report. The 10-K covers the business and the audited financials. The proxy covers the meeting, the vote, the board, and pay. Companies often file them near each other, but they answer different questions.
04Receipts
Every figure on this page is sourced to a primary document. Tap to open the original.
Plain-English answers from our glossary. Receipts included. Never advice.
Educational tool. Answers come only from ClearMoneySchool's published glossary and are not advice. Why we never give advice