Proxy statement
Also called annual proxy, proxy.
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.
What it is
A proxy statement is the disclosure package sent to shareholders before a meeting at which they will vote. For U.S. public companies the filed form is usually the DEF 14A. It includes governance, director elections, compensation tables, and proposals. Colloquially, “the proxy” means that document.
CompensationBase uses the latest definitive proxy or information statement with a parsable SCT. It is not a live feed of every later amendment, letter to shareholders, or investor presentation.
Why companies use it
State corporate law plus federal proxy rules make the statement the official way to solicit votes. Compensation disclosure is bundled because pay is a voting issue (directors, say-on-pay, equity plans).
One document is cheaper to produce and easier to deliver than a separate pay monograph.
Pros
- Investors have a single official PDF/HTML.
- SCT plus CD&A plus footnotes sit together.
- Filing date and accession number anchor provenance.
Cons
- Length: a 150-page proxy buries the table.
- Updated figures after filing require an amendment; sites can lag.
- “Proxy” as a word also means the vote card, which is not the SCT.
Examples
Latest parsable
If this year’s proxy tables are image-only or malformed, CompensationBase may still be on last year’s parsable proxy until a usable filing appears. The source panel shows which accession was used.
Not every 14A
Preliminary proxies (PRE 14A) and additional materials are not the catalog’s SCT source.
On CompensationBase
The catalog uses the latest definitive proxy or information statement with a parsable SCT. It is not a live feed of every later amendment.
Related terms
- 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.
- Compensation Discussion and Analysis
The narrative in the proxy that explains why the compensation committee paid what it paid. CompensationBase does not parse CD&A text; the SEC filing remains the source for footnotes and narrative.
- Say on pay
The shareholder advisory vote on NEO compensation required under Dodd-Frank. CompensationBase reports the pay table that vote is about; it does not track vote results.