The proxy covers executive pay, the board, and shareholder voting matters.
What it is
A proxy statement, filed with the SEC as Form DEF 14A, is the disclosure sent to shareholders ahead of the annual meeting so they can vote on company matters. It lays out the board of directors up for election, executive compensation, auditor ratification, and any shareholder proposals. The 'DEF' stands for 'definitive,' meaning the final version sent to investors.
Why it matters
The proxy is the main window into corporate governance and executive pay, two areas the financial statements barely touch. It shows how much top executives earn, how pay links to performance, and who sits on the board. Investors use it to assess alignment between management and shareholders, and to inform their proxy votes.
How it's calculated
Not a calculated metric; it is a required disclosure filed before a shareholder meeting. The definitive version (DEF 14A) follows any preliminary version (PRE 14A) and must be filed and distributed ahead of the meeting date.
How Quintarthai uses it
Governance and compensation context from proxy filings can inform Quinn's qualitative analysis, alongside the financial figures shown on the company page. Open a company page to review the analysis.
Cross-border note. DEF 14A is the US proxy filing; Canadian issuers file an equivalent Management Information Circular on SEDAR+, which similarly covers director elections and executive compensation.
FAQ
What does DEF 14A mean?
'DEF' means definitive (the final version) and '14A' refers to the SEC rule governing proxy solicitations. A preliminary draft is filed as PRE 14A.
What is the Canadian equivalent?
The Management Information Circular, filed on SEDAR+, serves the same role: informing shareholders about meeting votes, board nominees, and executive pay.
Check your understanding
An investor wants to assess how well executive pay aligns with shareholder interests but finds little in the income statement. Which filing best serves this purpose and why?
The proxy statement (DEF 14A) is the main disclosure of executive compensation and governance, areas the financial statements barely address.