Where to Find Proxy Statements (DEF 14A)?

A proxy statement - SEC Form DEF 14A - is the disclosure document a public company must file with the SEC and mail to shareholders before its annual or special meeting. It lists every matter up for a vote - director elections, executive pay, auditor ratification - so shareholders can vote by proxy instead of attending in person.

What Is a Proxy Statement?

A proxy statement is the disclosure document required whenever a company asks shareholders to vote by proxy instead of in person. Three sources of law define what it must contain:

• Statute: Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78n(a)) gives the SEC authority over proxy solicitations.
• Regulation: The SEC used that authority to write Regulation 14A (17 CFR 240.14a-1 et seq.), the rules for how and when a company can solicit proxies.
• Form/Schedule: Schedule 14A (17 CFR 240.14a-101) lists exactly what the company must disclose. On EDGAR, the filed document itself is labeled Form DEF 14A ("definitive" 14A).

What Is Proxy Vote Solicitation?

A solicitation is what triggers Regulation 14A. Under Rule 14a-1(l), it means asking a shareholder for a proxy, asking them to give, withhold, or revoke one, or sending any message designed to lead to one of those outcomes. A company that solicits votes this way, or a dissident shareholder running a proxy contest, must send shareholders a proxy statement first.

Who Is a Proxy?

A "proxy" is the person a shareholder authorizes to vote their shares at the meeting on their behalf - not the disclosure document itself (that's the proxy statement). A shareholder appoints a proxy by signing and returning the proxy card mailed with the proxy statement, or by voting online or by phone through the same authorization. Most shareholders name the company's own designated proxy holders - typically members of management - rather than someone they personally know, and mark their voting instructions on each matter directly on the card. Rule 14a-4 (17 CFR 240.14a-4) governs what that proxy card must contain, including a clear, impartial description of each matter and a checkbox to approve, disapprove, or abstain on each one.

Proxy Statement vs. Other SEC Filings?

Who Files a Proxy Statement, and What Must It Include?

Who Files a Proxy Statement?

Any issuer with a class of equity securities registered under Section 12 of the Exchange Act that solicits proxies from its shareholders must comply with Regulation 14A. In practice, that covers:

• Companies listed on a national securities exchange (registered under Section 12(b)) - essentially every NYSE- and Nasdaq-listed company.
• Companies registered under Section 12(g) (15 U.S.C. § 78l(g)) because they exceed $10,000,000 in total assets and have a class of equity security held of record by 2,000 or more persons, or 500 or more persons who are not accredited investors.
• Registered investment companies soliciting shareholder votes, subject to parallel rules under the Investment Company Act.

Privately held companies with no Section 12-registered securities - meaning they aren't listed on a national exchange and haven't crossed the $10 million-asset / 2,000-holder thresholds described above - are not subject to Regulation 14A, regardless of size. This is why even very large private companies (multi-billion-dollar valuations included) can stay outside Regulation 14A as long as they stay under those thresholds.

What's in a Proxy Statement?

Schedule 14A specifies the required items; for a typical annual-meeting DEF 14A, the practitioner-relevant content is:

• Meeting logistics and voting mechanics - date, time, place, record date, and vote-counting procedures (Schedule 14A Items 1 and 21).
• Director nominee disclosure - business background, other public-company directorships, and independence determinations (Item 7).
• Executive and director compensation - the Summary Compensation Table and related disclosures required under Regulation S-K Item 402, incorporated via Schedule 14A Item 8. This is the primary public source for named-executive-officer pay, equity awards, and (for larger filers) CEO pay-ratio and pay-versus-performance disclosure.
• Audit and accountant information - auditor identity, ratification vote, and audit/non-audit fees (Item 9).
• Beneficial ownership table - holdings of directors, officers, and 5%+ shareholders (Item 6).
• Related-party and conflict-of-interest disclosure - material interests of insiders in matters being voted on (Item 5).
• Shareholder proposals and say-on-pay - Rule 14a-8 proposals, board recommendations, and (where applicable) the advisory vote on executive compensation (Items 10, 19, 20).
• Merger and transaction terms - when the meeting is called to approve an M&A transaction (Item 14), these filings are typically designated DEFM14A.

For compliance, IR, and research teams, the compensation tables, board composition, related-party disclosures, and audit fee data are usually the highest-value sections.

When Are Proxy Statements Due?

Filing timing is governed by 17 CFR 240.14a-6:

• Preliminary proxy statement (PRE 14A): Must be filed with the SEC at least 10 calendar days before definitive copies are first sent to shareholders. Companies are exempt from this preliminary-filing requirement for routine annual-meeting matters - director elections, auditor ratification, Rule 14a-8 proposals, say-on-pay votes, and similar items - provided the company does not comment on an opposing solicitation. This exemption is why most annual-meeting proxies go straight to DEF 14A without a preliminary filing.
• Definitive proxy statement (DEF 14A): Must be filed with the SEC no later than the date it is first sent or given to security holders.

Unlike the 10-K, there is no fixed calendar deadline tied to fiscal year-end - the trigger is the shareholder meeting itself, which the company schedules under its own bylaws and state-law notice requirements.

Separately, under Item 5.07 of Form 8-K ("Submission of Matters to a Vote of Security Holders"), the company must disclose the voting results within four business days after the meeting.

How to Find Proxy Statements?

SEC-API.io offers several ways to download a company's proxy statement, depending on whether you already know the ticker/CIK, are searching filing text for a specific term, or prefer a no-code interface. Each is illustrated below using Apple Inc. (CIK 0000320193).

Query API - Search by Ticker and Form Type

Query the SEC-API.io Query API for the most recent DEF 14A by ticker:

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          {
        

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            "query": "formType:\"DEF 14A\" AND ticker:AAPL",
        

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            "from": "0",
        

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            "size": "1",
        

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            "sort": [{ "filedAt": { "order": "desc" } }]
        

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          }
        

This returns the filing metadata - accession number, filing date, and a direct link to the filing - for Apple Inc.'s definitive proxy statements, most recent first.

Outcome:

The 2025 filing was accompanied by a supplemental DEFA14A - additional soliciting material filed the same day - which is why proxy-season monitoring should track DEFA14A alongside DEF 14A, not just the definitive filing itself.

Full-Text Search API - Search Inside the Filing Text

To search the actual text of proxy statements rather than just their metadata, query the SEC-API.io Full-Text Search API:

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          {
        

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            "query": "\"Say on Pay\"",
        

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            "formTypes": ["DEF 14A"],
        

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            "ciks": ["0000320193"],
        

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            "startDate": "2025-01-01",
        

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            "endDate": "2026-08-09"
        

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          }
        

Apple's January 2026 DEF 14A genuinely contains this phrase ("92% 2025 Say-on-Pay Approval"), so this query surfaces the same filing shown above - useful when you're searching for a specific disclosure (a clawback policy, a say-on-pay result) rather than just the most recent filing by form type.

Data Browser - No-Code Query Builder

The same formType/ticker filters used above can be built directly in the Data Browser without writing any code - run the query in-browser and use its built-in share link to save or send the exact search.

Which SEC-API.io Tools Cover Proxy Statements?

• Data Browser - no-code UI for every SEC-API.io endpoint, including DEF 14A filings.
• Query API - filter the EDGAR corpus by form type, ticker, CIK, or date range.
• Full-Text Search API - search filing text itself for terms like "clawback policy" or "say-on-pay."
• Executive Compensation API - structured executive and director compensation data.
• Directors & Board Members API - structured board composition and director background data.
• Audit Fees API - structured audit and non-audit fee data from Item 9.
• Form DEF 14A Filings dataset - bulk download of every DEF 14A since 1994 (1.46M+ filings).

Frequently Asked Questions

Is a proxy statement the same as an annual report? No. The proxy statement (DEF 14A) discloses matters up for a shareholder vote - director elections, executive pay, auditor ratification. The annual report to shareholders and the Form 10-K cover financial results and business operations. Companies often distribute both together around the same meeting, but they are separate, independently regulated documents.

Where can I download a specific company's proxy statement? Query the SEC-API.io Query API or Data Browser filtered to formType: "DEF 14A" and the company's ticker or CIK. This returns structured filing metadata and a direct link to the document, without a manual EDGAR search. If you need specific sections rather than the filing itself - compensation tables, board composition, audit fees - SEC-API.io also has tools that extract that content as structured data; see the full tool list above.

What is the difference between DEF 14A and PRE 14A? PRE 14A is a preliminary, SEC-staff-reviewable draft, required only when the routine-matter exemption under Rule 14a-6 doesn't apply (e.g., a contested election). DEF 14A is the definitive, final version actually sent to shareholders and is required for essentially every shareholder meeting solicitation.

Do all public companies have to file a proxy statement? Any issuer with equity securities registered under Section 12 of the Exchange Act that solicits shareholder votes must comply with Regulation 14A. This includes exchange-listed companies and companies that cross the Section 12(g) thresholds ($10 million in total assets and 2,000+ holders of record, or 500+ holders who are not accredited investors).

What's in the executive compensation section of a proxy statement? The Summary Compensation Table and related disclosures required under Regulation S-K Item 402: salary, bonus, stock and option awards, non-equity incentive pay, pension value changes, and other compensation for named executive officers, plus (for applicable filers) CEO pay-ratio and pay-versus-performance tables. SEC-API.io's Executive Compensation API extracts this data as structured JSON going back to 2005.

When are shareholder voting results disclosed? Separately from the proxy statement itself - the company must file a Form 8-K under Item 5.07 disclosing the vote outcome within four business days of the meeting.

Where to Find More Resources?

• SEC.gov - Proxy Rules and Schedules 14A/14C - SEC staff guidance and C&DIs on Regulation 14A/14C.
• 15 U.S.C. § 78n - Exchange Act §14 (Cornell LII) - statutory basis for proxy regulation.
• 15 U.S.C. § 78l - Exchange Act §12 (Cornell LII) - registration thresholds that trigger Regulation 14A.
• 17 CFR 240.14a-101 - Schedule 14A (eCFR) - itemized disclosure requirements for proxy statements.
• 17 CFR 240.14a-6 - Filing requirements (eCFR) - preliminary vs. definitive filing timing rules.
• Cornell LII Wex - Proxy Statement - plain-language definition for quick orientation.

SEC-API.io Research Team. Last updated: August 8, 2026. This article is for informational purposes only and does not constitute legal or investment advice. Verify current filing requirements against the primary sources linked above before relying on them for a compliance decision.