DEF 14A

DEF 14A is the SEC form code for a company's definitive proxy statement, the document filed ahead of its annual shareholder meeting whenever shareholders will vote on any matter. It sets out what is on the ballot — typically the election of directors, ratification of the outside auditor, an advisory vote on executive pay, and any shareholder or management proposals — and gives shareholders the information needed to vote, whether in person or by proxy.

The proxy statement is also the primary public disclosure of how a company pays its named executive officers and how its board is structured.

A DEF 14A's Summary Compensation Table reports each named executive officer's salary, stock awards, option awards, non-equity incentive pay, and other compensation for the current and prior two fiscal years. Beyond pay, the filing discloses board composition and director independence, related-party transactions between the company and its officers, directors, or their families, and the specific items shareholders are being asked to approve.

A DEF 14A is the "definitive" version of the proxy — a preliminary version (PRE 14A) may be filed first if SEC review is required before the document goes to shareholders. The incentive metrics disclosed in the compensation section show what management is actually being paid to optimize for, which may or may not align with the metrics an investor cares most about.