A DEF 14A is the definitive proxy statement a public company files with the SEC when it solicits shareholder votes — most often for the annual meeting at which shareholders elect directors, ratify the auditor, and vote on executive-compensation and shareholder proposals. The “DEF” marks it as definitive, distinguishing it from a PRE 14A, the preliminary version filed first when the rules require a staff review window. The governing framework is Regulation 14A under the Securities Exchange Act, and the disclosure content is set by Schedule 14A.

Rule 14a-3 ties the solicitation to the document: a company cannot ask for a proxy without putting the proxy statement in shareholders' hands.

"No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with: (1) A publicly-filed preliminary or definitive proxy statement, in the form and manner described in § 240.14a-16, containing the information specified in Schedule 14A."— SEC Rule 14a-3 (17 CFR 240.14a-3), source

Schedule 14A then specifies what that statement must contain. The recurring sections of an annual-meeting DEF 14A include the notice and agenda of matters to be voted on; information about director nominees and the board's committee structure; corporate-governance disclosures; the audit committee report and the auditor-ratification proposal; the Compensation Discussion and Analysis (CD&A) and the detailed executive-compensation tables, including the Summary Compensation Table; the advisory “say-on-pay” vote on executive compensation; beneficial-ownership tables for directors, officers, and large holders; related-person transactions; and any shareholder proposals submitted under Rule 14a-8 with the company's response.

Why the proxy statement carries the governance record

The DEF 14A is where the most detailed compensation and governance disclosures live. The Summary Compensation Table and CD&A quantify what named executive officers were paid and explain the pay program; the pay-versus-performance disclosure required by SEC rules sets compensation actually paid against company performance measures. The beneficial-ownership table shows the stakes held by insiders and five-percent holders. The related-person transaction disclosure surfaces dealings between the company and its insiders. For matters that shareholders actually decide, the proxy card and the proxy statement together define the slate of nominees and the precise text of each proposal.

The proxy framework also governs the mechanics of voting itself, not just disclosure. Rule 14a-16 allows companies to use 'notice and access,' delivering a notice that directs shareholders to the proxy materials online rather than mailing full paper sets, which is why most shareholders now receive a notice pointing to the DEF 14A on the company's site and on EDGAR. The proxy card or voting instruction form accompanies the statement and lists each matter to be voted on exactly as described in the Schedule 14A. Because the card and the statement are tied together by rule, the precise wording of each proposal — and the board's recommendation of for, against, or abstain — is fixed in the filed document rather than summarized loosely, which makes the DEF 14A the controlling record of what shareholders were actually asked to approve.

The preliminary-versus-definitive distinction is the first thing to read off a proxy. A company files a preliminary proxy statement (PRE 14A) when Rule 14a-6 requires a review period, and the definitive statement (DEF 14A) is the version actually furnished to shareholders and used to solicit votes. Routine annual meetings that involve only ordinary matters — election of directors, auditor ratification, and say-on-pay — may often proceed directly to a definitive filing, while non-routine matters such as mergers or charter amendments more commonly pass through the preliminary stage. The form type on EDGAR therefore signals where in that process the document sits.

The compensation disclosures are the densest part of a modern DEF 14A, and they are rule-driven rather than discretionary. Item 402 of Regulation S-K prescribes the Summary Compensation Table, the grants-of-plan-based-awards table, outstanding equity awards, and the narrative Compensation Discussion and Analysis. SEC rules also require pay-versus-performance disclosure, which sets a measure of compensation actually paid against total shareholder return and other performance metrics over a multi-year window, and pay-ratio disclosure comparing the CEO's total compensation to the median employee's. These items make the proxy the single place where a company's executive-pay program is laid out in standardized, comparable form.

Shareholder proposals are the other recurring source of substance. Rule 14a-8 entitles an eligible shareholder to have a proposal included in the company's proxy materials if it meets the rule's ownership, length, and subject-matter conditions, and the company must either include the proposal with its statement in opposition or seek SEC staff concurrence to exclude it. The proposals that appear in a DEF 14A, and the board's recommendation on each, show what matters shareholders forced onto the agenda. Because every element — nominees, pay tables, proposals, and the board's recommendations — is prescribed by Schedule 14A and filed on EDGAR, the definitive proxy is the authoritative record of what a company asked its owners to decide.

Because Rule 14a-3 conditions the solicitation on delivery of the Schedule 14A information, the proxy statement is not a marketing document the company may shape freely; its contents are prescribed line items. For a reader, the DEF 14A answers governance and pay questions that the 10-K largely incorporates by reference rather than restating. Each definitive proxy is public on EDGAR under the issuer's CIK, which makes it the primary source behind any statement about a company's board, executive pay, or the matters put to a shareholder vote.