DEFINITION of SEC Form PREM14A
SEC Form PREM14A is a filing with the Securities and Exchange Commission (SEC) that must be submitted by or on behalf of a registrant when a shareholder vote is required on an issue related to a merger or acquisition. SEC Form PREM14A should 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; voting procedures; acquisition or disposition of property; amendment of charter, bylaws, or other documents. More importantly, the filing describes in detail the proposed transaction so that shareholders can make a well-considered voting decision.
BREAKING DOWN SEC Form PREM14A
Form PREM14A, also known as preliminary proxy statement relating to merger or acquisition, is required under Section 14(a) of the Securities Exchange Act of 1934. The filing contains the requisite routine matters related to the vote itself, but the meat of the filing is composed of the terms of the deal, description of the benefits of the transaction to the shareholders, risks of the combination, and the valuation opinion of the financial advisors. In short, shareholders will want to know how they would be better off if they vote for the deal.
Form PREM14A Example
On March 8, 2018, Dr Pepper Snapple Group filed the preliminary form to seek shareholder approval to merge with Keurig Green Mountain. Preliminary filings are always marked, "Subject to Completion," and when they are finalized, PREM14A becomes DEFM14A ("Definitive"). The elements enumerated above are in the filing, as are pro-forma financial statements, equity compensation arrangements, opinions of the Board of Directors, description of corporate governance of the combined company following the merger, and details of a special cash dividend, which would likely catch the eye of the shareholder.