Form 10-K
Also called 10-K, annual report on Form 10-K.
The annual report. CompensationBase may use a 10-K SCT when the proxy is missing or unparsable, and it takes company revenue and assets from 10-K Company Facts.
What it is
Form 10-K is the annual report to the SEC: audited financials, risk factors, MD&A, and exhibits. Compensation tables usually live in the proxy, which is often incorporated by reference into the 10-K. Some issuers still include an Item 402 SCT in the 10-K itself, especially if a proxy is delayed.
CompensationBase uses a 10-K SCT as a fallback when the proxy is missing or unparsable. Revenue and assets, when shown for scale, come from 10-K Company Facts—not from pay tables.
Why companies use it
The 10-K is the comprehensive annual filing. Incorporating the proxy avoids duplicating fifty pages of CD&A inside the 10-K.
When timing slips, putting compensation in the 10-K can satisfy disclosure until the proxy files.
Pros
- A backup SCT source.
- Company Facts from 10-Ks give revenue and assets on a consistent XBRL basis.
- Same accession-number provenance as proxies.
Cons
- Most 10-Ks do not repeat the full SCT; a parser looking only at 10-Ks would miss pay.
- Incorporation by reference means the 10-K filing date is not the pay-table date.
- Scale metrics are not a pay-for-performance score.
Examples
Fallback table
A company files a 10-K with an SCT in Item 11 because the meeting (and proxy) will be later. CompensationBase can load NEOs from that 10-K until a DEF 14A supersedes it.
Revenue for context
Company pages may show revenue next to pay. That revenue is Company Facts from the 10-K, not a ratio CompensationBase certifies as “fair pay.”
On CompensationBase
A 10-K SCT is a fallback when the proxy is missing or unparsable. Revenue and assets also come from 10-K Company Facts for scale.
Related terms
- SEC Company Facts
Structured 10-K financials CompensationBase uses for revenue and assets. These figures are for company scale, not a pay-for-performance ratio.
- DEF 14A
The definitive proxy statement filed with the SEC before a shareholder meeting. It is CompensationBase’s primary source for the Summary Compensation Table.
- 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.