DEF 14A
Also called definitive proxy statement, schedule 14A, def14a.
The definitive proxy statement filed with the SEC before a shareholder meeting. It is CompensationBase’s primary source for the Summary Compensation Table.
What it is
A DEF 14A is the definitive proxy statement a company files with the SEC under Regulation 14A before a shareholder meeting. For almost every S&P 500 issuer it is the document that contains the Summary Compensation Table, the CD&A, director pay, auditor ratification, and say-on-pay. “DEF” means definitive (not a preliminary PRE 14A).
CompensationBase treats DEF 14A as the primary SCT source. Additional soliciting materials (DEFA14A) are excluded so a slide deck or vote-reminder filing is not mistaken for the annual table.
Why companies use it
Federal proxy rules require a definitive statement before the company solicits votes. The DEF 14A is how the board asks for those votes and how it discloses NEO pay.
Using one annual proxy keeps pay, governance, and meeting agenda in a single EDGAR exhibit investors already know how to find.
Pros
- The standard, complete SCT for voting shareholders.
- Includes footnotes and CD&A, not just XML fragments.
- Accession numbers make the document citable.
Cons
- Filed weeks or months after fiscal year-end, so “latest pay” on a website lags the calendar.
- Amendments and additional materials can confuse anyone scraping every 14A form type.
- Not every issuer has a DEF 14A in a given cycle (see DEF 14C).
Examples
Typical calendar
Fiscal year ends December 31. DEF 14A files in April for a May meeting. CompensationBase’s FY 2025 row comes from that April 2026 proxy.
What we skip
A DEFA14A titled “Additional materials” that repeats CEO pay on a slide is not ingested as a second SCT. The DEF 14A remains the source.
On CompensationBase
DEF 14A is the primary SCT source. DEFA14A additional proxy materials are excluded so they are not mistaken for the annual table.
Related terms
- Proxy statement
The shareholder document that contains the CD&A, SCT, and say-on-pay proposals. CompensationBase reads the latest definitive proxy (or information statement), not a live feed of every amendment.
- DEF 14C
A definitive information statement used when a company is not soliciting proxies. CompensationBase uses its SCT when a DEF 14A is missing.
- Summary Compensation Table
The Item 402 table in a proxy statement that lists each named executive officer’s pay components and total for up to three fiscal years. CompensationBase extracts figures from this table.
- Item 402
The SEC disclosure item that requires the Summary Compensation Table and related executive pay tables. CompensationBase is an Item 402 SCT reader, not a Form 4 or 8-K pay feed.