What Is SEC Form PRE 14A?
SEC Form PRE 14A, incessantly known as a preliminary proxy commentary, is a sort that is filed with the Securities and Trade Charge (SEC) when a company holds a shareholder vote is wanted on a subject now not related to a contested matter or merger/acquisition.
Form PRE 14A is maximum incessantly filed ten calendar days previous to a company knowledge SEC Form DEF 14A, or a definitive proxy commentary. However, now not all shareholder votes require the company to document a preliminary proxy commentary.
Key Takeaways
- SEC Form PRE 14A is used to inform the shareholders of a company of an upcoming vote.
- Also known as a preliminary proxy commentary, it discloses all similar details related to the issues being put forward for a vote.
- Form PRE 14A is the preliminary form of Form DEF 14A, which is used to document a definitive (final) proxy commentary.
- Proxy statements are required for any issue requiring a shareholder vote, an identical to annual meetings, the election of directors, issuance of stock, changes to a company’s articles of incorporation, shareholder proposals, and board repayment.
- A preliminary proxy commentary is not required for certain votes if the issue is uncontested.
How SEC Form PRE 14A Works
Corporations document SEC Form PRE 14A in situations that necessitate a shareholder vote. The SEC, an impartial federal government corporate answerable for regulating the securities markets and protecting investors, requires the form to provide a company’s equity holders with sufficient wisdom so they are able to make an informed vote at an upcoming meeting or to authorize a proxy to vote shares on their behalf.
SEC Form PRE 14A comprises information about: the date, time, and place of the meeting of stockholders; the revocability of proxy; a dissenter’s correct of appraisal; the folks making the solicitation; the direct or indirect interest of certain folks in problems to be acted upon; the modification or business of securities; financial statements; balloting procedures; and other details.
Form PRE 14A, incessantly known as a “preliminary proxy commentary now not related to a contested matter or merger/acquisition,” is wanted underneath Segment 14(a) of the Securities Trade Act of 1934.
The form is filed with the SEC when a preliminary proxy commentary is given to shareholders and helps the regulatory corporate be sure that shareholders’ rights are upheld. Corporations or other filers, an identical to shareholders, should divulge all similar details related to the issues being put forward for a shareholder vote.
When Is SEC Form PRE 14A Used?
Examples of planned actions that would possibly purpose a Form PRE 14A filing include possible choices on stock issuance, changes to a company’s articles of incorporation, shareholder proposals, board repayment, and restricted stock grants.
A preliminary proxy commentary is not required for each and every issue. Corporations must no longer need to document Form PRE 14A if the only problems to be voted on relates to an election of directors, choice of auditors, or a shareholder proposal.
Prerequisites for SEC Form PRE 14A
With some exceptions, designed by the use of the SEC to “to relieve registrants and the Charge of needless administrative burdens,” registrants should document 5 copies of preliminary proxy statements with the SEC at least 10 calendar days previous to they send proxy materials to securities holders.
Every so often, SEC team of workers would in all probability statement and request clarifications or corrections to preliminary proxy filings. Will have to this be the case, filers shall be notified inside 10 days.
There don’t seem to be any filing fees for proxy filings similar to a couple of varieties of submissions, along side those on the subject of a company’s annual standard meeting (AGM).
Exact-Lifestyles Example of SEC Form PRE 14A
On March 21, 2018, PACCAR Inc. sent stockholders a perceive of an invitation to its annual shareholders’ meeting on Would in all probability 1 in Bellvue, Washington. Over 40 pages long, it described time table items to be addressed during the gathering—along side the election of quite a few directors—and contained proxy commentary forms to be returned.
Correction—Aug. 25, 2022: A previous style of this article misstated the circumstances where a Form PRE 14A is wanted.
