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What Is a Proxy? A proxy is an agent legally authorized to act on behalf of another party or a format that allows an investor to vote without being physically present at the meeting.
Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives. The proxy statement must disclose executives' and directors' compensation, including salaries, bonuses, equity awards, and any deferred compensation.
Shareholders typically vote for the board of directors at the annual meeting of shareholders. In most cases, shareholders can vote in person at the meeting or by proxy, which allows them to appoint someone else to vote on their behalf. Some companies may also allow shareholders to vote by mail or online.
Key Takeaways. SEC Form DEF 14A, also known as a "definitive proxy statement," is a required filing when a shareholder vote is required. The Form DEF 14A outlines the list of items up for vote by shareholders, such as the hiring of new directors or other business decisions.
To view the most recent proxy statement, select the most recent filing that has the title "DEF 14A." It's called a "DEF 14A" because it's the "definitive," or final, proxy statement. "14A" refers to the fact that proxy statements are filed pursuant to Section 14(a) of the Securities Exchange Act of 1934.