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The proxy statement (DEF 14A)

What shareholders get before the annual meeting: the board, executive pay tables, the CEO pay ratio and every proposal on the ballot.

The short answer

A proxy statement, filed as Form DEF 14A, is the document a company sends shareholders before a vote, most often the annual meeting. It covers who's up for election to the board, how top executives are paid, and every proposal on the ballot. Apple's proxy statement for its 2026 annual meeting, filed on Jan 8, 2026, reports that its chief executive's 2025 pay was 533 times that of its median employee.

Why it's called a proxy

Most shareholders don't go to the annual meeting. They vote by proxy: they authorize someone to vote their shares as instructed, using the card or online form that comes with the proxy statement. The SEC's proxy rules decide what the statement must say, so every shareholder votes with the same information.

What's inside

The board: each director nominee's background, independence, committees and attendance.
Compensation Discussion and Analysis (CD&A): how the board's compensation committee set executive pay and which targets it used.
The pay tables: the Summary Compensation Table with salary, bonus, stock awards and other pay for each named executive officer, then tables of awards and holdings, all required by Item 402 of Regulation S-K.
Pay versus performance: a table comparing “compensation actually paid” with shareholder return and earnings over five years.
CEO pay ratio: the chief executive's annual total pay divided by the median employee's.
Ownership: how many shares directors, officers and 5% holders own.
Proposals: director elections, ratifying the auditor, the advisory vote on executive pay (say-on-pay), and any shareholder proposals with the board's response.

An example: Apple's 2026 proxy

Apple's proxy statement, filed on Jan 8, 2026, reports 2025 total compensation of $74,294,811 for its chief executive and $139,483 for its median employee, a ratio of 533 to 1. Proposal No. 3 is the advisory vote on executive compensation. The pay-versus-performance section follows Item 402(v) of Regulation S-K and names net sales as the company-selected measure linking pay to results. The rules let each company choose its method for finding the median employee, so pay ratios aren't comparable across companies.

Say-on-pay and the vote results

The say-on-pay vote is advisory: the board doesn't have to follow it, but a low approval usually leads to changes the next year, explained in the next proxy. The vote counts are filed on Form 8-K under Item 5.07 within four business days of the meeting. 8-K item numbers covers that filing.

How it connects to the 10-K

Part III of the 10-K (directors, pay, ownership) usually just points to the proxy, which must be filed within 120 days of the fiscal year end. How to read a 10-K shows where that happens.

Common questions

What is a DEF 14A?

The SEC form name for a definitive proxy statement, the final version sent to shareholders before a vote. A PRE 14A is a preliminary version, filed first when certain proposals need SEC review.

What is the CEO pay ratio?

The chief executive's annual total compensation divided by the median employee's. Apple's 2026 proxy reports 533 to 1 for 2025. Companies choose their own method for finding the median employee.

Is the say-on-pay vote binding?

No. It's an advisory vote on executive compensation. Boards usually respond to a weak result, and the next proxy explains what changed.

Where are executive salaries disclosed?

In the Summary Compensation Table of the proxy statement, for the chief executive, the chief financial officer and the three other most highly paid executive officers.

When is the proxy statement filed?

Before the annual meeting, usually a month or more ahead. To fill in Part III of the 10-K by reference, it must be filed within 120 days of the fiscal year end.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 9, 2026

General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.

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