What is 'SEC Form PRE 14A'

SEC Form PRE 14A, or preliminary proxy statement 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.


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 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 shares on their behalf. Form PRE 14A 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; 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 issue 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 their articles of incorporation, shareholder proposals, board compensation, restricted stock grants and other matters. Matters involving votes on only single issues, such as a shareholder proposal or selection of an independent auditor, do not require PRE Form 14A filings.

Filing Process for 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.

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