The Securities Exchange Act of 1934 requires public companies to include the Compensation Discussion and Analysis, commonly referred to as the CD&A, in the company's annual proxy statement. It is principles-based (similar to the MD&A in the Form 10-K), and is designed to address the material information necessary for investors to understand the objectives and elements of the company's compensation program for its named executive officers (see Named Executive Officers) for the last-completed fiscal year.