DEF 14A — the SEC's definitive proxy statement

What's inside a DEF 14A

• Annual-meeting agenda — every matter on which shareholders will vote: director elections, Say-on-Pay ratification, auditor approval, M&A authorizations, equity-plan amendments
• Executive compensation tables — full breakdown of named-executive pay including base salary, cash bonus, stock awards, option awards, non-equity incentive comp, pension changes, and "all other" comp
• Board composition — directors up for election, committee membership (audit, compensation, nominating), independence status
• Activist proxy contests — disclosed only when an activist files competing slate (cross-references the 13D/13G activist tracker)
• Related-party transactions — disclosures of insider deals between officers/directors and the company
• Audit + compensation committee reports

When DEF 14A are filed

Most DEF 14A filings cluster between February and May — about 30-60 days before each issuer's annual meeting. The SEC requires filing at least 10 calendar days before the meeting unless solicitation is via earlier preliminary proxy.

Q1-Q2 is therefore peak proxy season for the public-US universe. HoldLens's tracker surfaces the densest filing weeks each year.

DEF 14A vs PRE 14A — which one binds?

PRE 14A is the preliminary proxy statement, filed first when SEC review is required (typically for non-routine matters like mergers, authorized-share increases, or contested votes). The SEC reviews + comments; the issuer responds.

DEF 14A is the final binding version that is mailed to shareholders. It supersedes the preliminary draft. When tracking proxy season, DEF 14A is the document that matters — the one shareholders actually vote on.

Where to read every DEF 14A

• SEC EDGAR (free, primary source) — sec.gov DEF 14A index — every filing within hours of submission
• HoldLens DEF 14A Proxy Tracker — holdlens.com/proxies/ — every DEF 14A across the public-US universe with vote results, exec comp summaries, and activist-contest flags. Free.