Proxy statement
Also known as: DEF 14A
A proxy statement is a document a public company sends to its ahead of an annual or special meeting, laying out everything that is up for a vote. This typically includes the election of board directors, ratification of the outside auditor, executive compensation votes, and any proposals that qualified for inclusion on the ballot.
Beyond the voting items themselves, the proxy statement is one of the richer sources of detail available to investors. It includes director biographies and any potential conflicts of interest, detailed executive compensation tables showing salary, bonus, and equity awards for top executives, and background on how the board's compensation and nominating committees operate.
Because often cannot attend the in person, the proxy statement lets them vote by proxy, authorizing someone else, usually company management or a designated representative, to cast their vote according to their instructions. Investors researching how a company is governed, how executives are paid, or what an 's board nominees are proposing will typically find the most complete picture in this filing.