What is SEC Form DEFM14A
SEC Form DEFM14A is a filing with the Securities and Exchange Commission (SEC) that must be filed by or on behalf of a registrant when a shareholder vote is required on an issue related to a merger or acquisition. SEC Form DEFM14A is intended to provide security holders with sufficient information to allow them to make an informed vote at an upcoming security holders' meeting or to authorize a proxy to vote on their behalf.
It includes information about the date, time and place of the meeting of security holders; revocability of proxy; dissenter's right of appraisal; persons making the solicitation; direct or indirect interest of certain persons in matters to be acted upon; modification or exchange of securities; financial statements; voting procedures; acquisition or disposition of property; amendment of charter, bylaws, or other documents; and other details.
BREAKING DOWN SEC Form DEFM14A
SEC Form DEFM14A, which is also known as "definitive proxy statement relating to merger or acquisition," is required under Section 14(a) of the Securities Exchange Act of 1934. This form is filed with the SEC when a definitive proxy statement is given to shareholders, and helps the SEC ensure that shareholders' rights are upheld in a merger or acquisition. A proxy statement is a document that provides shareholders information and details on matters that will be brought up and voted on at an annual or special meeting. A merger occurs when two existing companies agree to combine to form one new company. An acquisition occurs when one company (the acquirer) agrees to take on all or nearly all ownership of another company (the acquiree). Each filed DEFM14A form is publicly available via the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
Example of SEC Form DEFM14A
In January 2017, Time Warner Inc. filed form DEFM14A with the SEC regarding the merger agreement providing for the combination of Time Warner and AT&T Inc. The form goes into detail on the intended merger between the corporations and how shareholders can vote on the merger. Among other things, the firms' financial data, market price and dividend information are laid out in the document, as well as risk factors relating to the merger and specifics on how the merger will be carried out. The detail in the document provides up-to-date information and background on both AT&T and Time Warner in order to help shareholders make an informed decision on the merger. The merger was subsequently approved by shareholders.
Related filings: SEC Form PREM14A