This dataset contains every Form DEF 14A (Definitive Proxy Statement) filing submitted to the SEC's EDGAR system from 1994 through the present, covering all Exchange Act registrants subject to Regulation 14A proxy solicitation rules. With over 1.3 million files (filings, exhibits and graphics) and approximately 100 GB of compressed source content, the dataset provides the complete original filing for each submission — the definitive, board-approved proxy statement distributed to shareholders before a shareholder meeting — including all sections covering executive compensation, board composition, corporate governance, auditor information, security ownership, related-party transactions, and shareholder proposals.
The dataset is survivorship-bias-free: it includes filings by registrants that have since been acquired, gone private, delisted, or deregistered. It covers all relevant registrant types, including publicly listed operating companies, closed-end funds, REITs, BDCs, SPACs, master limited partnerships, and other entities subject to the SEC proxy rules.
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Scope: All DEF 14A filings accepted by EDGAR from January 1994 to the present. The dataset reflects new filings added on an ongoing basis as they are accepted.
Form type covered: DEF 14A only. Related but distinct proxy form types — PRE 14A (preliminary), DEFA14A (additional soliciting materials), DEFR14A (revised definitive), and DEF 14C (information statement) — are not included in this dataset.
File formats: TXT (ASCII/SGML for early filings), HTML (standard from late 1990s onward), with embedded JPG and GIF image files included where present in the EDGAR submission package.
Registrant coverage: All SEC-reporting registrants subject to Section 14(a) of the Securities Exchange Act of 1934 proxy solicitation obligations, including: domestic operating companies of all sizes and industries (NYSE, Nasdaq, OTC), closed-end funds, REITs, BDCs, SPACs, MLPs and publicly registered trusts, and any non-U.S. issuer that does not qualify as a foreign private issuer and is therefore subject to domestic proxy rules.
Not included: Foreign private issuers (FPIs), which are exempt from Regulation 14A and file governance disclosures on Form 20-F and Form 6-K instead. Open-end mutual funds, which use different reporting regimes.
Delivery format: ZIP containers organized by year and month (e.g., 2026/2026-03.zip), enabling selective download by time period.
One record equals one DEF 14A EDGAR submission: one registrant, one filing date, one accession number. The record contains the complete filing as transmitted to EDGAR — the primary proxy statement document in original HTML or TXT format, plus any exhibits or attachments included in the submission (e.g., full text of a proposed equity plan, form of proxy card, supporting financial materials).
| Era | Format | Notes |
|---|---|---|
| 1994–late 1990s | Plain-text ASCII in SGML wrapper | <DOCUMENT>, <TEXT>, <SEQUENCE> delimiters; compensation tables as fixed-width character-aligned text |
| Late 1990s–present | HTML | <table> elements for compensation tables; CSS styling in modern filings; internal hyperlinks |
| No XBRL mandate | HTML without embedded structured data | Unlike 10-K/10-Q, DEF 14A filings are not subject to inline XBRL requirements as of 2025 |
The proxy opens with identifying information: registrant name, type of meeting (annual or special), meeting date, time, location or virtual meeting link, record date, and a brief agenda summary. For most exchange-listed companies, the cover page also indicates whether materials are distributed under the SEC's Notice and Access model (Rule 14a-16), which permits internet delivery in lieu of full paper mailing.
Mechanics of the vote: how to submit a proxy (internet, telephone, mail), revocation rights, quorum requirements, voting standards per proposal (majority, plurality, supermajority), broker non-vote treatment, and the restriction on broker discretionary voting for non-routine matters at NYSE and Nasdaq issuers.
Profiles of each nominee and continuing director: name, age, board tenure, committee memberships, exchange-listing independence determination, and a biographical summary of professional qualifications. The board's affirmative statement of why each nominee is qualified has been required since the 2010 proxy amendments (Release 33-9089). Modern proxies frequently include a director skills matrix and diversity statistics (gender, race/ethnicity) following the Nasdaq Board Diversity Rule requirements (2021–2022).
Board leadership structure (combined vs. separated chair/CEO), risk oversight responsibilities, criteria and process for director nomination, director independence assessments, attendance records, committee structure (audit, compensation, nominating/governance), anti-hedging and anti-pledging policies, stock ownership guidelines, board succession planning, and any compensation committee adviser independence disclosures.
For operating companies, this is typically the longest and most analytically dense section of the proxy. It includes:
Non-binding advisory vote on NEO compensation (say-on-pay) and periodic say-on-frequency vote. Required since the Dodd-Frank Act (2010) for most Exchange Act reporting companies subject to the executive compensation disclosure rules. Investment companies are exempt.
Name of the independent registered public accounting firm; aggregate fees for the two most recent fiscal years (audit fees, audit-related fees, tax fees, all other fees); audit committee pre-approval policy; and the rationale for the auditor selection recommendation.
Beneficial ownership of each class of voting securities as of the proxy record date, disclosed for: each director and nominee, each NEO, all directors and executive officers as a group, and each beneficial owner of more than 5% of any registered class. Footnotes disclose the nature of ownership, pledges, and shared voting or investment power.
Transactions since the beginning of the last fiscal year in which the registrant was a party, the amount exceeded $120,000, and a director, executive officer, 5% shareholder, or their immediate family member had a direct or indirect material interest (Regulation S-K Item 404). The registrant's written review policy is also disclosed.
Summary table under Regulation S-K Item 201(d): securities issuable on outstanding options, warrants, and rights; weighted-average exercise price; and remaining shares available for future issuance — separately for shareholder-approved and non-approved plans.
Each qualifying shareholder proposal, the proponent's 500-word supporting statement, and the board's opposing statement. Topics commonly include climate reporting, political spending, executive compensation reforms, independent board chair, diversity disclosures, and special meeting rights. Since September 2022, contested director elections are subject to universal proxy card rules (Rule 14a-19), requiring both registrant and dissident proxy cards to list all nominees.
Special meeting proxies and SPAC business combination proxies contain additional disclosures: full description of the proposed transaction, pro forma financial statements, background of the transaction, interests of insiders in the transaction, fairness analysis, risk factors specific to the transaction, and redemption or dissenter rights mechanics. SPAC combination proxies are often 200–400 pages — among the most information-dense DEF 14A filings in the dataset.
Domestic operating companies: U.S. companies with equity securities registered under Section 12(b) (exchange-listed) or Section 12(g) (holder-of-record threshold). This spans all industries, SIC codes, and market capitalizations.
Closed-end funds: Exchange-listed closed-end registered investment companies. Their proxies focus on fund governance and investment adviser contract approvals (required under Section 15 of the Investment Company Act every two years) rather than operating-company executive compensation.
REITs: Both equity and mortgage REITs with Section 12 registrations.
BDCs: Business Development Companies with Exchange Act reporting obligations. BDC proxies may include votes on investment advisory agreements and authorizations to sell shares below NAV.
SPACs: File DEF 14A primarily for business combination votes. These proxies are often the first comprehensive public disclosure of the target business's financial condition and operations.
MLPs and publicly registered trusts: Where such entities have Section 12-registered securities and solicit unitholder or beneficiary votes.
Non-FPI foreign issuers: Issuers that have lost foreign private issuer status (U.S. residents holding more than 50% of voting securities) are subject to domestic proxy rules and file DEF 14A.
Annual meeting (primary trigger): The DEF 14A must be filed and posted to a publicly accessible website at least 40 calendar days before the meeting date under Rule 14a-16 (Notice and Access). For calendar-year fiscal year companies, annual meetings cluster in the April–June window, making most DEF 14A filings for those registrants occur in March–May. Under the traditional full-delivery model, 10 days' advance delivery is required.
Special meeting (event-driven trigger): Filed on a shorter lead time when a registrant holds a special meeting for a specific transaction or extraordinary corporate action.
Frequency: Most registrants file one DEF 14A per calendar year. Registrants holding both annual and special meetings in the same year may file two or more.
| Dataset | Purpose | Content | Relation to DEF 14A |
|---|---|---|---|
| DEF 14A (this dataset) | Definitive proxy: shareholder vote solicitation | Full proxy statement — compensation, governance, ownership, proposals | Authoritative shareholder-distributed version |
| PRE 14A | Preliminary proxy for SEC staff review | Same content as DEF 14A, pre-review | May differ from final; not distributed to shareholders |
| DEFA14A | Supplemental soliciting materials | Investor presentations, board letters, press releases | Does not contain structured compensation tables or governance disclosures |
| DEFR14A | Revised definitive proxy | Corrections to filed DEF 14A | Operative corrected version; not in this dataset |
| DEF 14C | Information statement (no vote solicitation) | Similar governance disclosures; no proxy solicited | For controlled-company written-consent transactions; distinct population |
| Form 10-K | Annual financial and business report | Full-year financial statements, MD&A, business description; Part III often incorporated from DEF 14A | Complementary; different form and timing; not a substitute |
| Schedule 13D / Schedule 13G | Beneficial ownership by large shareholders | Single investor's ownership position | Event-driven; investor-level; proxy ownership table is issuer-level snapshot |
| Form 4 | Insider transaction reporting | Individual transactions by directors and officers | Transactional; DEF 14A shows resulting cumulative ownership |
Key distinction: No XBRL tagging mandate applies to DEF 14A filings. Unlike Form 10-K financial statements, proxy compensation tables and governance disclosures have no structured machine-readable equivalent. The full-text DEF 14A corpus is the only systematic source for executive compensation tables, director biographies, related-party transactions, and shareholder proposal text at scale.
Corporate governance analysts at institutional asset managers, sell-side governance teams, and proxy advisory firms (ISS, Glass Lewis) use the DEF 14A as their primary analytical source for vote recommendations. They extract director independence determinations, committee compositions, board diversity data, say-on-pay vote results, and anti-takeover provision disclosures across large portfolios during annual voting season.
Executive compensation consultants parse Summary Compensation Tables, CD&A peer group disclosures, Pay Versus Performance tables, and equity plan utilization data to benchmark client pay programs against peer registrants and support compensation committee decision-making.
Equity research analysts use the DEF 14A to understand management incentive alignment — what metrics drive annual bonuses and long-term equity awards, dilution embedded in outstanding equity grants, and how say-on-pay vote outcomes signal investor sentiment. Analysts covering companies subject to proxy contests analyze contested director election materials.
Corporate securities lawyers and disclosure counsel benchmark against peer DEF 14A filings when drafting proxy statements and advising compensation committees. They use the dataset to review how peer registrants structure related-party transaction disclosures, director independence findings, and compensation committee adviser independence disclosures. Lawyers advising on SPAC and M&A transactions use special meeting proxy statements as the primary source for transaction structure and shareholder consent mechanics.
Activist investors and event-driven analysts use the DEF 14A to identify governance vulnerabilities: staggered boards, plurality voting, classified director terms, poison pill disclosures, executive pay misalignment, and incumbent director tenure issues. The shareholder proposal section reveals prior activist and ESG engagement activity at a company.
ESG analysts and sustainability researchers extract board diversity statistics, ESG-related shareholder proposal texts and voting outcomes, and executive compensation structures tied to climate or diversity metrics from the DEF 14A. The proxy is the primary SEC disclosure venue for ESG shareholder proposals and votes.
Financial data engineers parse the full-text DEF 14A corpus to build structured compensation databases, board composition datasets, and governance scoring models, using HTML parsing pipelines rather than XBRL extraction.
LLM and RAG developers use the DEF 14A corpus — CD&A narratives, shareholder proposal statements, director biographies, governance disclosures — for pre-training, fine-tuning, and retrieval-augmented generation systems serving institutional governance and investment teams.
Academic researchers use the survivorship-bias-free, 1994-to-present population for panel studies of CEO pay, board composition, say-on-pay voting behavior, proxy advisor influence, activist campaign outcomes, pay equity, and ESG shareholder engagement.
A compensation consultant retained by a compensation committee parses Summary Compensation Tables, Grants of Plan-Based Awards tables, and CD&A peer group disclosures from 20–30 peer-company DEF 14A filings for the most recent two fiscal years. The extracted salary, bonus, and long-term incentive grant values are normalized by revenue and market capitalization, producing a peer pay percentile analysis for each NEO position. The results support the committee's target total direct compensation decisions and form the evidentiary basis for the CD&A narrative in the registrant's own proxy statement.
An academic researcher constructs a panel of say-on-pay vote outcomes and subsequent CEO pay changes across all S&P 1500 constituents from 2011 to present. Vote outcomes — disclosed in the following year's DEF 14A under Item 407 or within the CD&A — are linked to SCT total CEO compensation values. The survivorship-bias-free dataset includes companies subsequently acquired or deregistered, avoiding selection bias. The study tests whether low say-on-pay support (below 70%) predicts measurable changes in incentive plan structure in the following year's proxy.
A governance data provider parses director biography sections and independence disclosures from all DEF 14A filings from 1994 to present, building a longitudinal director-level database. Each record captures name, age, tenure, committee memberships, independence classification, stated qualifications, and any disclosed interlocks. The resulting database tracks board refreshment rates, tenure distributions by company size, the diffusion of governance structures (lead independent director, separate chair), and the expansion of gender and racial diversity disclosures over three decades.
An ESG data team extracts all Rule 14a-8 shareholder proposal texts, proponent identities, and board recommendation statements from DEF 14A filings for a rolling three-year period across all exchange-listed companies. Proposals are classified by topic using a text classifier. Voting outcomes — from subsequent proxies or Form 8-K Item 5.07 filings — are linked back to the original proposal text. The resulting dataset supports the asset manager's annual stewardship report and informs pre-vote engagement priorities.
An analyst at a SPAC-focused fund extracts target business descriptions, pro forma financial statements, and fairness analyses from all SPAC business combination DEF 14A filings over the preceding 18 months. The pro forma financials in the proxy are often the first structured financial disclosure available for the private target, predating any post-combination periodic filing. The analyst uses this data to build pre-vote financial models and compare implied valuation multiples across transactions in the same sector.
A financial data team extracts CEO pay ratio disclosures from DEF 14A filings for S&P 500 constituents from fiscal year 2017 (first required disclosure year) to present. Ratios are indexed by industry sector and company revenue band. The analysis tracks how ratios have changed as equity compensation has grown, and examines whether registrants using statistical sampling methodology show systematically different ratio values than those using full workforce measurement — both disclosed in the required methodology explanation.
A data engineer at an asset manager chunks all DEF 14A filings for portfolio companies (five-year history per company) at the paragraph level, tagging each chunk with CIK, company name, filing year, and section classification (governance, compensation, ownership, proposals). The index is loaded into a vector store. The stewardship team queries in natural language — "What peer group does Company X use for CEO benchmarking?", "Has any shareholder submitted a climate proposal to Company Y in the past three years?" — and receives paragraphs with source citations grounded in the original EDGAR filings.
Download structure: The dataset is packaged in ZIP containers organized by year and month (e.g., https://api.sec-api.io/datasets/form-def-14a-filings/2026/2026-03.zip). Each container holds the filings accepted within that month. The full dataset ZIP is available at https://api.sec-api.io/datasets/form-def-14a-filings.zip.
File formats: HTML (standard for filings from the late 1990s onward), TXT/SGML (for early 1990s filings and some more recent plain-text submissions), plus JPG and GIF image files where included in the original submission package.
Record identifiers: Each record is identified by the accession number (unique per submission).
No XBRL: Proxy statements are not subject to XBRL tagging requirements. Compensation tables, ownership disclosures, and all other proxy disclosures are in unstructured HTML or TXT. Structured data extraction requires HTML parsing pipelines.
Historical depth: EDGAR electronic filing began accepting DEF 14A submissions in 1994. Pre-1994 proxy statements were filed on paper and are not available in EDGAR. The dataset provides complete electronic coverage from the start of the mandatory EDGAR filing era for proxy statements.
Survivorship: The dataset is survivorship-bias-free. Registrants that subsequently delisted, were acquired, went private, or ceased Exchange Act reporting are fully represented in their historical filings.
Does this dataset include preliminary proxy statements (PRE 14A)? No. PRE 14A filings are a separate EDGAR form type submitted before SEC staff review and may differ from the definitive version actually distributed to shareholders. Only DEF 14A (definitive) filings are included. PRE 14A is available in a separate dataset.
Does this dataset include DEFA14A (additional soliciting materials) or DEFR14A (revised definitive proxy)? No. DEFA14A (supplemental materials filed after the DEF 14A) and DEFR14A (revised/corrected definitive proxy) are distinct form types and are not included. Researchers requiring the most current version of a proxy for a given meeting should check for a subsequent DEFR14A filing by the same registrant.
Are foreign private issuers (FPIs) included? No. FPIs are exempt from Regulation 14A and do not file DEF 14A proxy statements. They report governance and shareholder meeting matters through Form 20-F and Form 6-K. FPIs are absent from this dataset unless they have lost FPI status.
Are closed-end funds and BDCs included? Yes. Closed-end registered investment companies and Business Development Companies with Exchange Act reporting obligations are included in the dataset. Their proxy content differs from operating companies — minimal or no executive compensation tables, presence of Investment Company Act-specific proposals — which creates structural variability in the corpus.
Is executive compensation data available in structured (XBRL) format? No. DEF 14A filings are not subject to any XBRL mandate. Compensation tables, ownership disclosures, and all other proxy disclosures are in unstructured HTML or TXT. Extraction of structured compensation data requires custom HTML parsing. No pre-normalized structured output is included with the dataset.
How are Part III items handled when incorporated by reference? When a registrant's Form 10-K incorporates Part III items (directors, executive compensation, ownership, related-party transactions, accountant fees) by reference from the proxy statement, the DEF 14A is the substantive source of those disclosures. The 10-K contains only a brief cross-reference statement. For any integrated analysis combining 10-K financial data with Part III disclosures, users must cross-reference the corresponding DEF 14A by CIK and the relevant fiscal year period.
What is the typical length of a DEF 14A filing? It varies substantially. Large-cap companies with full annual meeting agendas, detailed executive compensation programs, and multiple shareholder proposals often file proxies of 100–200 pages in HTML. SPAC business combination proxies can reach 200–400 pages. Smaller reporting companies or closed-end funds with routine annual agendas may file documents of fewer than 20 pages.