Every spring, something happens that affects the paycheck of nearly every Fortune 500 CEO — but most people have never heard of it. It’s called proxy season, and it’s the closest thing corporate America has to an annual performance review.
The short version
Between March and June each year, public companies hold annual shareholder meetings. Before these meetings, they send every shareholder a proxy statement (filed with the SEC as a DEF 14A). This document discloses exactly how much executives were paid, asks shareholders to vote on that pay, and covers key governance decisions like board elections.
The name comes from the fact that most shareholders vote by proxy — they mail in a ballot or vote online rather than showing up in person.
Why should you care?
Proxy season is the only time each year when companies are legally required to disclose the full picture of executive compensation. If you own stock (even through a 401k or index fund), you have a vote on CEO pay. Most people don’t use it.
- If you’re an employee: The proxy statement includes the CEO pay ratio — how your CEO’s compensation compares to the median worker at your company.
- If you’re an investor: You can see whether executive pay is aligned with company performance, or whether executives are enriching themselves regardless of results.
- If you’re a journalist: Proxy season is the annual data dump for CEO pay stories. The numbers come straight from SEC filings — no estimates or surveys.
What’s inside a proxy statement
The proxy statement is usually 60–200 pages. The most important sections:
Executive compensation tables
The Summary Compensation Table breaks down each named executive’s pay into components: base salary, bonus, stock awards, option awards, non-equity incentive pay, pension changes, and other compensation. This is the core data we extract and display on every company page.
Pay versus performance
A newer disclosure (required since 2023) that compares what executives were actually paid against how the stock performed. This table is key to understanding whether pay tracks performance or diverges from it.
Say on Pay vote
Shareholders get an advisory (non-binding) vote on whether they approve of the executive compensation package. While companies aren’t required to change pay based on the vote, a low approval rate (<70%) is a significant governance red flag that often triggers changes the following year.
Board elections
Shareholders vote on who sits on the board of directors. The board sets executive pay, so this vote directly affects compensation decisions.
The 2026 proxy season timeline
While every company has its own filing date, the general rhythm follows a predictable pattern:
- January–February: Companies with December fiscal year ends close their books and begin preparing proxy materials.
- March–April: Peak filing season. The majority of S&P 500 proxies land on EDGAR during these two months. This is when the biggest pay stories emerge.
- April–June: Annual meetings take place. Say-on-Pay votes are tallied. Results trickle in through early summer.
- July onward: Companies with non-calendar fiscal years continue filing throughout the year.
How to use proxy season data
The raw filings are free on SEC EDGAR, but they’re dense legal documents. We parse them automatically — both deterministically and with AI repair — so you can see the numbers in seconds instead of scrolling through 200 pages.
Search for any company to see their latest compensation data, or browse the CEO Pay by Company Size page to see how pay scales with market cap.
Bottom line: Proxy season is when the numbers stop being estimates and become official disclosures. If you want to know what a CEO actually earned — not what a headline claimed — the proxy statement is the primary source.
The 2026 proxy filings are landing
We read every new DEF 14A as it hits EDGAR and send one email a week: the biggest CEO pay changes, surprise equity awards, and say-on-pay red flags — with links to the actual tables.