What is a proxy statement (DEF 14A)? (2026)
A proxy statement is a document that a US-listed company files with the Securities and Exchange Commission (SEC) before a shareholder vote, most often the annual meeting. Its SEC form name is DEF 14A. It exists so shareholders can vote on directors, pay, and proposals with the facts in front of them. It reports who runs the company, who owns large stakes, and what is up for a vote. It does not tell anyone how to vote.
Definition
A proxy statement
is an SEC filing (Form DEF 14A) that a US company sends shareholders before a meeting where they vote. It discloses director nominees, executive pay, beneficial ownership of holders above 5%, the auditor, and any shareholder proposals, as of the record date. Source: SEC, Regulation 14A.
What triggers a proxy statement?
The rule comes from Section 14(a) of the Securities Exchange Act and the SEC's Regulation 14A. Any company soliciting shareholder votes must file a proxy statement first. A preliminary version (Form PRE 14A) goes to the SEC for review, and the definitive version (Form DEF 14A) is the final one sent to shareholders. Investors read the DEF 14A.
Above 5%
Ownership level that must appear in the proxy's beneficial ownership table
Source: SEC, Regulation 14A
What a proxy statement discloses
A proxy statement is one of the richest primary sources on a US company's governance and ownership. It typically covers:
- Director nominees with their biographies and qualifications
- Executive compensation, in detailed salary, bonus, and stock-award tables
- Beneficial ownership, listing every holder above 5% plus each director and named officer
- The auditor up for ratification
- Related-party transactions and any shareholder proposals on the ballot
The beneficial ownership table is the part that overlaps with tracking who holds a company. It names large holders as of the record date, alongside the insiders. For the separate filing an investor makes directly when crossing 5% with control intent, see what is a Schedule 13D filing.
How current is proxy statement data?
The ownership figures in a proxy statement are as of the record date, a set day before the meeting, so they are point-in-time, not live. A holder may have added to or trimmed a stake since. Always check the record date before relying on any number. For a walkthrough of reading the document itself, see how to read a proxy statement.
So, what is a proxy statement in one line: the SEC filing (DEF 14A) that lays out a company's directors, pay, large holders, and votes before a shareholder meeting. It sits alongside the 13F filing and Form 4 in the US disclosure stack. Flock reads these primary filings and keeps each one stamped with its date and source. What any of it means for you is your call to make.
Frequently asked questions
What is the difference between a preliminary and definitive proxy statement?
A preliminary proxy (Form PRE 14A) is filed first for SEC review. The definitive proxy (Form DEF 14A) is the final version sent to shareholders before the meeting. The DEF 14A is the one investors read. Source: SEC.
Does a proxy statement show who owns the company?
Yes, in part. Schedule 14A requires a beneficial ownership table listing every holder of more than 5% of a voting class, plus each director and named executive officer, as of the proxy record date. Source: SEC, Regulation 14A.
When is a proxy statement filed?
A public company must file a proxy statement before every meeting where shareholders vote, most commonly the annual meeting. It is filed on SEC EDGAR and mailed or made available to shareholders ahead of the vote. Source: SEC.
Is executive pay disclosed in the proxy statement?
Yes. The DEF 14A is the SEC filing that most fully discloses executive compensation, with tables breaking down salary, bonus, stock awards, and other pay for a company's top officers. Source: SEC.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.