EDGAR, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system, is used for the automated collection and indexing of filings that are required to be made with the Commission. The EDGAR database provides a portal to those filings, allowing access to certain information on a real-time basis (e.g., current and periodic reports on Forms 8-K, 10-Q and 10-K) and other information on a delayed basis (e.g., comment and response letters, which are generally available 45 days after the Commission has completed it review process).
There are a number of subscriptions services that offer EDGAR search capabilities, all of which provide features not otherwise available through the EDGAR database. However, if you’re not running highly customized queries or doing sophisticated comparative analyses the EDGAR database probably has everything you need.*
Let’s take a look at how it works …
Right now the first proxy statements that contain proposals addressing shareholder advisory votes on executive compensation (“Say on Pay“) and the frequency of future advisory votes on executive compensation (“Say When on Pay“) are being filed with the Commission. Let’s say you’d like to review one of those proxy statements, but you don’t know which companies are filing them.
Where do you begin? Well, there are a couple of different ways you can go about it:
Starting from the Commission’s homepage (sec.gov), under the Filings & Forms heading, select the Search for Company Filings link:
This will bring you to a list of EDGAR’s main search options:
If you knew the name of the company you were looking for the first option (to search by Company name, ticker, etc.) would be the obvious choice, but since we’ve assumed that you don’t, let’s look at some of your alternative options.
You could select the second link, Most recent filings, and enter the form you’re looking for in the Form Type field. The form type for a definitive proxy statement is DEF 14A, if you wanted to, you could also look at preliminary proxy statements on form type PRE 14A. If you don’t know the form type that you’re looking for you can click on the Form Type link to download a copy of the Commission’s Index of Forms.
While this search method would provide a list of the most recently filed definitive proxy statements, it’s less than ideal for our hypothetical because there’s no way to know whether any of the proxies include proposals addressing shareholder advisory votes unless you review each one.
Going back to EDGAR’s main search options and skipping down to the Custom searches heading you could select the Daily filings link and run a search similar to the one described above, except this form allows you to limit your search to any day within the previous five business days. Of course, you also have the same problem as above; you’d have to go through each proxy statement until you found one that includes a proposal addressing shareholder advisory votes.
This brings us to Full-Text Search, the most efficient way to conduct our proxy search. Again going back to EDGAR’s main search options, if you select the third link from the top, Full text (past four years), you’ll be brought to a simple text search box that allows you to search the full text of all EDGAR filings, including exhibits, for the past four years. If you then select the link for the Advanced Search Page you can perform the same search using additional features, such as form type and date range.
Using the Advanced Search Page, if you were to search for the phrase “advisory vote” in all definitive proxy statements, on form DEF 14A, filed between October 1, 2010 and today (December 14, 2010), you would find 16 results:
If you select the first link for Costco Wholesale Corporation’s definitive proxy statement and scroll down to the Notice of Annual Meeting of Shareholder and you’ll find that Costco’s proxy statement contains proposals addressing both shareholder advisory votes on executive compensation and the frequency of future advisory votes on executive compensation.
It’s that simple. Unless you’re looking for a specific filing by a specific company, the advanced Full-Text Search option is going to be the most useful way for you to search the EDGAR database.
And, if you get stumped along the way, the Filings & Forms section of Commission’s website contains a number of useful tutorials and other resources.
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*There are limitations which may affect both the EDGAR database and subscription services, for example:
- If you’re looking for filings made before 1996, you may not find them. Companies were first required to submit filings through EDGAR between 1993 and May 6, 1996, before that all filings were submitted to the Commission in paper form.
- There are specific forms that have only recently been filed through EDGAR (e.g., Forms 3, 4 and 5 were filed through EDGAR on a voluntary basis prior to June 30, 2003 and Form D was strictly a paper filing prior to March 16, 2009).
- Annual reports to shareholders (the glossy versions) are generally not required to be filed through EDGAR, though companies may do so voluntarily.
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