What Is SEC Form PRE 14A?

SEC Form PRE 14A, also known as a preliminary proxy statement, is a form that must be filed with the Securities and Exchange Commission (SEC) by or on behalf of a registrant when a shareholder vote is required on an issue not related to a contested matter or merger/acquisition.

key takeaways

  • SEC Form PRE 14A is a form that must be filed with the Securities and Exchange Commission on matters requiring a shareholder vote.
  • Also known as a preliminary proxy statement, it discloses all relevant details related to the issues being put forward for a shareholder vote.
  • Announcement of annual meetings, election of directors, issuance of stock, changes to a company's articles of incorporation, shareholder proposals, and board compensation are all matters that would necessitate the filing of Form PRE 14A.

How SEC Form PRE 14A Works

Companies file SEC Form PRE 14A in situations that require a shareholder vote. The Securities and Exchange Commission (SEC) requires Form PRE 14A to provide a company’s equity 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 shares on their behalf. Form PRE 14A includes information about: the date, time and place of the meeting of stockholders; 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; other details.

Form PRE 14A, which is also known as "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. Among other things, the Act empowered the SEC to “require periodic reporting of information by companies with publicly traded securities.”

The form is filed with the SEC when a preliminary proxy statement is given to shareholders and helps the SEC 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 types 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. Matters involving votes on just a single issue, such as a shareholder proposal or selection of an independent auditor, do not require PRE Form 14A filings.

How to File Preliminary Proxy Form 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. SEC staff may comment and request clarifications or corrections to preliminary proxy filings. If this the case, the SEC will notify filers within 10 days.

There are no filing fees for proxy filings related to some types of submissions, including those concerning a company’s annual shareholder meeting.

Real-Life Example of SEC Form PRE 14A

As an example of PRE Form 14A: On March 21 2018, Paccar Inc. sent stockholders a notice of and 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 included proxy statement forms to be returned.