A proxy statement (DEF 14A) is the SEC filing that informs shareholders of matters up for vote at the annual meeting — director elections, executive compensation ("say on pay"), auditor ratification, and shareholder proposals. It is a disclosure document and, increasingly, a governance-narrative battleground, especially when activists or contested votes are involved. Executive-pay and governance sections draw media and stakeholder scrutiny, making the proxy a communications document as well as a legal one.