What Is SEC Form PRE 14A?
SEC Form PRE 14A, also known as a preliminary proxy statement, is a form that is filed with the Securities and Exchange Commission (SEC) when a company holds a shareholder vote is required on an issue not related to a contested matter or merger/acquisition.
Form PRE 14A is normally filed ten calendar days before a company files SEC Form DEF 14A, or a definitive proxy statement. However, not all shareholder votes require the company to file a preliminary proxy statement.
- SEC Form PRE 14A is used to inform the shareholders of a company of an upcoming vote.
- Also known as a preliminary proxy statement, it discloses all relevant 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 file a definitive (final) proxy statement.
- Proxy statements are required for any issue requiring a shareholder vote, such as annual meetings, the election of directors, issuance of stock, changes to a company's articles of incorporation, shareholder proposals, and board compensation.
- A preliminary proxy statement is not required for certain votes if the issue is uncontested.
How SEC Form PRE 14A Works
Companies file SEC Form PRE 14A in situations that necessitate a shareholder vote. The SEC, an independent federal government agency responsible for regulating the securities markets and protecting investors, requires the form to provide a company’s equity holders with sufficient information to allow them to make an informed vote at an upcoming meeting or to authorize a proxy to vote shares on their behalf.
SEC Form PRE 14A includes information about: the date, time, and place of the meeting of stockholders; the revocability of proxy; a dissenter's right of appraisal; the persons making the solicitation; the direct or indirect interest of certain persons in matters to be acted upon; the modification or exchange of securities; financial statements; voting procedures; and other details.
Form PRE 14A, also known as a "preliminary proxy statement not related to a contested matter or merger/acquisition," is required under Section 14(a) of the Securities Exchange Act of 1934.
The form is filed with the SEC when a preliminary proxy statement is given to shareholders and helps the regulatory agency ensure that shareholders' rights are upheld. Companies or other filers, such as shareholders, must disclose all relevant 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 trigger a Form PRE 14A filing include decisions on stock issuance, changes to a company's articles of incorporation, shareholder proposals, board compensation, and restricted stock grants.
A preliminary proxy statement is not required for every issue. Companies do not have to file Form PRE 14A if the only matters to be voted on relates to an election of directors, selection of auditors, or a shareholder proposal.
Requirements for SEC Form PRE 14A
With some exceptions, designed by the SEC to "to relieve registrants and the Commission of unnecessary administrative burdens,” registrants must file five copies of preliminary proxy statements with the SEC at least 10 calendar days before they send proxy materials to securities holders.
Occasionally, SEC staff may comment and request clarifications or corrections to preliminary proxy filings. Should this be the case, filers will be notified within 10 days.
There are no filing fees for proxy filings related to some types of submissions, including those concerning a company’s annual general meeting (AGM).
Real-Life Example of SEC Form PRE 14A
On March 21, 2018, PACCAR Inc. sent stockholders a notice of an invitation to its annual shareholders' meeting on May 1 in Bellvue, Washington. Over 40 pages long, it described agenda items to be addressed during the gathering—including the election of several directors—and contained proxy statement forms to be returned.
Correction—Aug. 25, 2022: A previous version of this article misstated the circumstances where a Form PRE 14A is required.