DEF 14A (Shareholder Meeting Proxy Statement)
The notice a company sends shareholders ahead of the annual meeting — what will be voted on and how much management is paid are written here.
In plain terms
Listed companies hold a shareholder meeting each year, and beforehand they must tell shareholders "what will be voted on." That document is the DEF 14A.
It covers items such as who to elect as directors, which accounting firm to use, and whether to approve executive pay. Shareholders who cannot attend in person can entrust their vote to a proxy, which is why it is called a "proxy statement."
What it tells you
It lays out in a table how much the executives were paid last year. Not just salary and bonus but also **the portion paid in stock** is broken out, so you can see what the company uses to pay its people.
It also states who is standing for the board and who is stepping down, along with who holds more than 5% of the shares.
If shareholders have put forward items of their own (shareholder proposals), those appear too. The company writes its opposing view alongside, so both sides' arguments sit in one document.
Formula
DEF 14A = definitive proxy solicitation statement (filed before the shareholder meeting) DEFA14A = additional materials added afterward Filed with: SEC EDGAR
What high or low means
The **results** of the voting come out separately in an 8-K after the meeting. On our screen, the "Results of shareholder meeting votes" item in the recent filings list is that one — the agenda is in the DEF 14A, the results are in the 8-K.
The portion of executive pay given in stock connects to stock-based compensation (SBC) in the financial statements. One side tells you "who got how much," the other "how much it cost the company."
The vote approving executive pay (Say-on-Pay) is **not binding.** Even if shareholders vote against it, the company can proceed as is, and that does happen.
The pay figures in the table are not "cash received that year" — they mix in **values assigned at the time of grant**. Stock and options change in value later, so the amount actually received can differ.
It commonly runs over 100 pages. The main threads are in the list of voting items and the pay summary table.
Metrics to read alongside
See it in real stocks
Search US stocks on Stocklore to see DEF and other financial metrics alongside the sector benchmark.
This explanation is for information and reference only and is not a recommendation to buy or sell any security. Investment decisions and their consequences are your own.