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What is a DEF 14A filing?

A DEF 14A is the definitive proxy statement that public companies file with the SEC before their annual shareholder meeting. It is the single most detailed disclosure of executive pay, board composition, and corporate governance you can get on a public company.

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The short answer

If you want to know how much the CEO is paid, who's on the board, how directors are nominated, what shareholders are voting on, or how the company defines pay-for-performance, the DEF 14A is the answer. It's filed annually, ahead of the annual shareholders meeting, and it's where the most-quoted compensation tables in finance live.

The "DEF" prefix means *definitive*, the final version sent to shareholders. A PRE 14A is the preliminary version filed first with the SEC for review.

What's in a DEF 14A

Standard sections, in roughly the order they appear:

  • Notice of Annual Meeting, date, time, place, record date, voting matters.
  • Proxy summary, high-level summary of the voting items and recent governance highlights.
  • Election of directors, biographies of nominees, board structure, committee composition, attendance records.
  • Executive compensation, the Compensation Discussion and Analysis (CD&A), pay tables, performance-share details, perks, severance arrangements.
  • Compensation committee report, the committee's certification of the comp program.
  • Risk oversight, how the board oversees enterprise risk.
  • Audit committee report, disclosures about the external auditor relationship.
  • Audit fees, paid to the principal accountant, broken out by audit, audit-related, tax, and other.
  • Beneficial ownership table, directors, officers, and 5%+ holders by percentage of outstanding shares.
  • Shareholder proposals, any proposals submitted under Rule 14a-8 by shareholders, with the company's recommendation and rationale.
  • Other voting items, say-on-pay (advisory), ratification of auditors, equity plan amendments, etc.
  • Other matters and procedures, voting instructions, attendance, post-meeting reporting.

A typical large-company DEF 14A is 80-150 pages. The most-read sections are executive compensation (especially the Summary Compensation Table and the Pay vs Performance disclosure) and the beneficial ownership table.

The Summary Compensation Table

For every named executive officer (NEO), the table shows:

  • Salary
  • Bonus
  • Stock awards (grant-date fair value)
  • Option awards
  • Non-equity incentive plan compensation
  • Change in pension value
  • All other compensation
  • Total

The "Stock awards" column is the one most people misread. It shows the *grant-date fair value*, not the realized value. If the stock plummets after the grant date, the executive realizes far less. Conversely, a grant that vests during a stock surge realizes far more than the column suggests.

The Pay vs Performance disclosure

Added in 2022 (effective for fiscal years ending after Dec 16, 2022). Companies must show, for the last five years:

  • Total compensation per the Summary Compensation Table
  • "Compensation actually paid" (CAP), a more economically realistic figure that adjusts for stock price movement
  • TSR (total shareholder return) for the company and for a peer group
  • A financial performance measure (revenue, EPS, etc.)

The disclosure is intended to give shareholders a more honest picture of whether pay tracks performance. In practice it's noisy because CAP is highly sensitive to stock price at year-end.

Beneficial ownership table

Lists all directors, named officers, and any 5%+ holders, with their share counts and percentage of outstanding shares. Useful for:

  • Confirming who actually controls the company
  • Cross-referencing with Form 4 and 13D/G filings
  • Identifying activist or strategic positions

Filing timing

A DEF 14A is filed when management has finalized the proxy materials, typically 30-60 days before the annual meeting. The earlier filing of PRE 14A goes to the SEC for a 10-day review window (which the SEC can extend if they have comments).

Why DEF 14A matters for investors

Three high-value uses:

  1. Compensation benchmarking. What does the typical CFO earn in a $5B revenue software company? Pull 10 DEF 14As, extract the Summary Compensation Tables, build the comp.
  2. Activist tracking. Activist holders show up in the beneficial ownership table. A 5%+ position that wasn't there last year is worth a closer look.
  3. Governance red flags. Significant pay increases despite poor TSR, ISS or Glass Lewis "against" recommendations, low say-on-pay support, all visible in the DEF 14A.

Getting DEF 14A data via API

curl "https://api.edgarkit.com/v1/filings?form_type=DEF+14A&ticker=NVDA&limit=1" \
  -H "Authorization: Bearer YOUR_API_KEY"

Returns the most recent DEF 14A for Nvidia with filing metadata, accession number, and document links. The narrative content (the CD&A, the tables) lives in the HTML body of the filing.

For programmatic extraction of the Summary Compensation Table across many issuers, the iXBRL-tagged version of the DEF 14A is the structured-data path. The unstructured HTML is the fallback.

DEF 14A vs other proxy filings

  • DEF 14A, definitive proxy statement (the one shareholders actually receive).
  • PRE 14A, preliminary proxy statement, filed for SEC review.
  • DEFA14A, additional definitive proxy materials, often related to contested votes.
  • DEF 14C, definitive information statement (used when no shareholder vote is being solicited).
  • PRE 14C, preliminary information statement.
  • DEFM14A, definitive merger proxy.
  • DEFR14A, revised definitive proxy statement.

If you're building a comp-tracking pipeline, focus on DEF 14A; the others are edge cases.

FAQ

When is the DEF 14A filed?

30-60 days before the annual shareholders meeting, typically. The PRE 14A version is filed earlier for SEC review.

Is the DEF 14A the same as the annual report?

No. The annual report to shareholders (the glossy) and the 10-K cover financial performance. The DEF 14A covers governance and compensation. The three documents are often distributed together but are legally and structurally distinct.

Where does the "say on pay" vote live?

Item 24 (or a similar item depending on year) of the DEF 14A. It's an advisory, non-binding vote on the executive compensation program. A low say-on-pay vote is one of the strongest governance signals a public company sends.

Can shareholders submit proposals through the DEF 14A?

Yes, under Rule 14a-8. Qualifying shareholders can submit proposals and the company must include them in the proxy statement (with the company's recommendation against, if applicable). Shareholder proposals are why activist agendas show up in proxy season.

How is DEF 14A data structured for machines?

Filings are typically HTML with iXBRL tags on specific financial items. Narrative sections (CD&A, risk discussion) are unstructured. Extracting the Summary Compensation Table programmatically requires iXBRL or custom HTML parsing per issuer.