Proxy Statement -- DEF 14A
17 CFR 240.14a-101 (Schedule 14A)
The definitive proxy statement (DEF 14A) is filed in connection with the solicitation of shareholder votes, most commonly for the annual meeting. It is the primary disclosure vehicle for executive compensation, director elections, say-on-pay votes, and related party transactions. The content requirements are found in Schedule 14A (17 CFR 240.14a-101) and the related provisions of Regulation S-K.
The proxy statement must be filed with the SEC and delivered to shareholders at least 40 calendar days before the meeting date (or 20 business days if using Notice and Access under Rule 14a-16). A preliminary proxy statement (PREC 14A) must be filed at least 10 calendar days before the definitive version is mailed, unless the only matters to be voted on are director elections, executive compensation advisory votes, ratification of auditors, and shareholder proposals under Rule 14a-8.
Key Disclosure Items
Compensation Discussion and Analysis (CD&A)
Item 402(b)Narrative discussion of the material factors underlying compensation policies and decisions for the named executive officers. Covers compensation objectives, program elements, and the basis for specific compensation decisions. Not required for SRCs.
Director Compensation Table
Item 402(k)Compensation paid to each non-employee director during the fiscal year, including fees, stock awards, option awards, and all other compensation.
Director Elections
Item 407(a)-(d)Identification of director nominees, their qualifications, committee memberships, director independence determinations under listing standards, and board diversity matrix (Nasdaq-listed companies).
Say-on-Pay
17 CFR 240.14a-21Non-binding advisory vote on executive compensation (at least every three years, most companies hold annually). Disclosure of say-on-pay vote frequency recommendation. Required by Exchange Act Section 14A (Dodd-Frank Act Section 951).
Related Party Transactions
Item 404Transactions exceeding $120,000 in which the registrant is a participant and a related person has a direct or indirect material interest. Includes procedures for review and approval of related party transactions.
Audit Committee Report
Item 407(d)Statement regarding whether the audit committee reviewed and discussed the audited financial statements with management and the independent auditors, and whether the committee recommended inclusion of the audited statements in the 10-K.
Beneficial Ownership
Items 403, 405Shares beneficially owned by directors, nominees, NEOs, and 5% holders. Delinquent Section 16 reporters.
Equity Compensation Plan Information
Item 201(d)Securities authorized for issuance under equity compensation plans, including number of securities to be issued, weighted-average exercise price, and number of securities remaining available.
Executive Compensation Tables
Regulation S-K Item 402 prescribes a series of standardized tables for executive compensation disclosure. These tables follow a specific format and must appear in the order listed below.
| Table | Description | Regulation |
|---|---|---|
| Summary Compensation Table | Total compensation for the PEO (CEO), PFO (CFO), and the three other most highly compensated executive officers. Covers salary, bonus, stock awards, option awards, non-equity incentive plan compensation, change in pension value, and all other compensation. | Item 402(c) |
| Grants of Plan-Based Awards | All plan-based awards granted during the fiscal year, including estimated future payouts under non-equity and equity incentive plans, and all other stock and option awards. | Item 402(d) |
| Outstanding Equity Awards at Fiscal Year-End | All outstanding option and stock awards held by NEOs as of the fiscal year-end, including exercise prices, expiration dates, and market values. | Item 402(f) |
| Option Exercises and Stock Vested | Option exercises and stock award vestings during the fiscal year, showing the number of shares acquired and the value realized. | Item 402(g) |
| Pension Benefits | Actuarial present value of accumulated benefits under each defined benefit plan, number of years of credited service, and payments during the last fiscal year. | Item 402(h) |
| Nonqualified Deferred Compensation | Executive and registrant contributions, aggregate earnings, withdrawals/distributions, and aggregate balance for each nonqualified deferred compensation plan. | Item 402(i) |
| Pay Versus Performance | Comparison of executive compensation actually paid versus the registrant's total shareholder return, net income, and a company-selected measure. Required since 2023 (first full year). | Item 402(v) |
| CEO Pay Ratio | Ratio of the annual total compensation of the CEO to the median employee's annual total compensation. Not required for SRCs or EGCs. | Item 402(u) |
SRC and EGC Scaled Disclosure
Smaller Reporting Companies and Emerging Growth Companies are eligible for scaled executive compensation disclosure under Items 402(l)-(r). Key differences include: no CD&A requirement, only three named executive officers (instead of five), Summary Compensation Table covers only two years (instead of three), and several tables (pension benefits, nonqualified deferred compensation, pay versus performance) are not required. EGCs are also exempt from the CEO pay ratio disclosure and say-on-pay frequency votes during the EGC period.