# DEF 14A

> The definitive proxy statement a company sends shareholders before a meeting, covering director elections, executive pay and other votes.

Updated Oct 17, 2026.

DEF 14A is the EDGAR form type for a definitive proxy statement. A company sends it to shareholders before a shareholder meeting, usually the annual meeting, to explain what they will vote on.

## What is in it

- **The votes:** director elections, ratification of the auditor, the advisory vote on executive pay ("say on pay"), and any proposals from management or shareholders.
- **Executive pay:** the Compensation Discussion and Analysis, the summary compensation table, and the pay versus performance disclosure.
- **The board:** each director's background, independence and committee roles.
- **Ownership:** a table of the company's largest holders and the shareholdings of directors and officers.
- **Related-party transactions** between the company and its insiders.
- **Insiders who filed late** Forms 3, 4 or 5 during the year.

Part III of the 10-K is often incorporated by reference from the proxy statement, so the proxy is where those 10-K items actually live.

## Related forms

A preliminary proxy (`PRE 14A`) is filed first when the meeting includes certain matters. The results of the vote are reported on an [8-K](/glossary/8-k) under item 5.07.

## Related terms

- [10-K](/glossary/10-k.md)
- [8-K item 5.02](/glossary/8-k-item-5-02.md)
- [Insider](/glossary/insider.md)
- [Schedule 13D](/glossary/schedule-13d.md)

## Guides that use it

- [How to read a 10-K](/guides/how-to-read-a-10-k.md)

All terms: [/glossary.md](/glossary.md)