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What Is Form DEF 14A?

Also called a “definitive proxy statement,” Form DEF 14A is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders' meeting. It’s most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting. The statement must be filed with the Security and Exchange Commission (SEC) by or on behalf of the firm soliciting shareholder votes.

Under The Securities and Exchange Act of 1934, Form DEF 14A ensures that shareholders receive crucial voting information including: when and where a shareholder meeting will be held; voting information and procedures; revocability of proxies; procedure for submitting stockholder proposals; background on the company’s nominated directors; top shareholders and holding details; potential conflicts of interest among directors; board and executive compensation, with details including perquisites; audit fees and committee; and other important details.

When a definitive proxy statement is distributed to shareholders, it’s also filed with the SEC. It becomes public record, available for anyone to view on the SEC's online filing system EDGAR (Electronic Data Gathering, Analysis and Retrieval).

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