Schedule 14A (Proxy)
Schedule 14A is the SEC disclosure form used by public companies to solicit shareholder proxies — authorizations allowing a designated agent to vote on behalf of the shareholder — in connection with annual or special meetings, disclosing the matters to be voted upon, executive compensation, director nominees, and other material information shareholders need to make informed voting decisions.
When a public company calls a shareholder meeting, it must solicit proxies from shareholders who will not attend in person. Under Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, any solicitation of proxies in connection with a registered security must be accompanied or preceded by a proxy statement filed on Schedule 14A with the SEC and delivered to shareholders.
The proxy statement is one of the most important annual disclosure documents that public companies produce. For annual meetings, it typically includes information about director nominees and their qualifications, independence determinations, and committee memberships; the company's executive compensation program, including the CD&A (Compensation Discussion and Analysis) and detailed compensation tables required by Regulation S-K; any shareholder proposals and the board's recommendation on each; and the audit committee's report and auditor selection and ratification.
Say-on-pay votes, required at least triennially under the Dodd-Frank Act for most reporting companies, appear in the proxy statement and allow shareholders to cast a non-binding advisory vote on the overall executive compensation program. While non-binding, negative say-on-pay outcomes carry significant reputational consequences and have prompted boards to engage directly with institutional shareholders on compensation design.
Shareholder proposals submitted under Rule 14a-8 also appear in the proxy statement. Rule 14a-8 allows eligible shareholders to include proposals — on topics ranging from corporate governance to environmental and social policies — in the company's own proxy statement, provided the proponent meets ownership and procedural requirements. Companies may seek no-action relief from the SEC to exclude proposals that fail to meet Rule 14a-8 criteria, and the SEC's no-action letter process has become an important arena for proxy governance disputes.
Activist shareholders who seek to replace directors or change company strategy may wage proxy contests — sometimes called proxy fights — in which they solicit proxies in opposition to the incumbent board's slate of nominees. Such contests require the activist to file its own proxy statement on Schedule 14A with the SEC and comply with the same disclosure standards as the company.
Institutional investors and proxy advisory firms such as ISS (Institutional Shareholder Services) and Glass Lewis analyze proxy statements and publish voting recommendations that carry significant influence over the outcome of contested votes, executive compensation approvals, and shareholder proposals at large-cap U.S. companies.