SEC Form PRER14A Definition

Table of Contents

What Is SEC Form PRER14A?

SEC Form PRER14A is a filing with the Securities and Industry Rate (SEC) that are supposed to be filed by means of or on behalf of a registrant when preliminary proxy materials are revised. Proxy materials are first rate bureaucracy that public firms provide to their shareholders so that their shareholders can understand and come to a decision vote at shareholder meetings.

Key Takeaways

  • SEC Form PRER14A is a filing with the Securities and Industry Rate (SEC) that are supposed to be filed by means of or on behalf of a registrant when preliminary proxy materials are revised.
  • It is going to have to come back with information about the date, time, and place of the meeting of protection holders, the revocability of proxy, the dissenter’s right kind of appraisal, the direct or indirect hobby of certain folks in problems to be acted upon, vote casting procedures, and additional.
  • The SEC Form PRER14A is continuously accompanied by means of SEC Form DEF 14A, which is known as the definitive proxy observation.

How the SEC Form PRER14A Works

Form PRER14A is wanted underneath Phase 14(a) of the Securities Industry Act of 1934. This way is filed with the SEC when a revised preliminary proxy observation is given to shareholders and helps the SEC ensure that shareholders’ rights are upheld.

SEC Form PRER14A must provide protection holders with sufficient wisdom so they are able to make an informed vote at an upcoming protection holders’ meeting or to authorize a proxy to vote on their behalf. It accommodates information about the:

  • Date, time, and place of the meeting of protection holders
  • Revocability of proxy
  • Dissenter’s right kind of appraisal
  • People making the solicitation
  • The direct or indirect hobby of certain folks in problems to be acted upon
  • Modification or change of securities
  • Financial statements
  • Vote casting procedures
  • And other details

The SEC maintains a whole tick list of the latest PRER14A filings on its internet web page, indicating that it may be able to download anywhere from 10 to 30 or additional PRER14A filings in a given month. The SEC Form PRER14A is continuously accompanied by means of SEC Form DEF 14A, which is known as the definitive proxy observation. The SEC Form DEF 14A is filed when shareholder votes are required.

Example of an SEC Form PRER14A

For instance, when Yahoo! filed its PRER14A form to be amended as of Feb. 20, 2017, it indicated that shareholders can also be vote casting on an be offering to authorize its sale to Verizon Communications. Throughout the form, signed by means of then-CEO Marissa Mayer, there is a proxy observation outlining a special meeting of stockholders to be held to discuss the acquisition.

The document writes: “The enclosed proxy observation additionally requests stockholder approval of (i) on a non-binding, advisory basis, executive compensation described inside the enclosed proxy observation that may be paid or change into payable as a result of the proposed sale transaction and (ii) the grant of authority to our Board of Directors to prolong or adjourn the specific meeting for up to 10 industry days to solicit additional proxies for the purpose of obtaining stockholder approval of the sale transaction, if our Board of Directors determines in good faith that such postponement or adjournment is very important or in point of fact helpful to procure stockholder approval of the sale transaction.”

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