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.

RELATED TERMS
  1. SEC Form DEFM14A

    SEC Form DEFM14A is a form filed with the SEC by a registrant ...
  2. SEC Form DEFA14A

    SEC Form DEFA14A is a form that must filed with the SEC when ...
  3. SEC Form PRE 14C

    SEC Form PRE 14C provides security holders, who are entitled ...
  4. Proxy

    A proxy is an agent legally authorized to act on behalf of another ...
  5. Voting Right

    A voting right is the right given to a stockholder to vote on ...
  6. SEC Form DEFR14A

    SEC Form DEFR14A is required to be filed with the SEC to revise ...
Related Articles
  1. Investing

    Shareholders: Vote Your Proxy and Be Heard

    Voting shares, in person or via proxy ballot, is a right every shareholder should exercise. Here's why.
  2. Managing Wealth

    How To Become A Corporate Board Member

    We look at how corporate boards are constructed, and how investors can get involved.
  3. Insights

    Understanding the SEC

    The SEC's triple mandate of investor protection, maintenance of orderly markets and facilitation of capital formation makes it a vital player in capital markets.
  4. Investing

    BlackRock Voted to Replace Tesla's Musk With Independent Chairman

    Funds run by BlackRock Inc voted in favor of a recent shareholder proposal that would have required Tesla Inc to replace Elon Musk with an independent chairman.
  5. Investing

    How To Profit From The Rise in Proxy Fights

    A proxy vote is a vote cast by an entity or person on behalf of another. This sets the stage for a proxy fight between the current management and directors and the group trying to usher in change.
  6. Investing

    Cashing In on Corporate Restructuring

    Companies use M&As and spinoffs to boost profits. Learn how you can do the same.
  7. Investing

    What Is Tenure Voting?

    This stockholder voting structure, one of three types, has advantages and disadvantages. Here’s a look at the pros and cons of all three.
  8. Taxes

    Late with Your Taxes? Grab IRS Form 4868

    Fill out this form to get a few more months to file your tax return. But remember, April 15 (17, in 2018) is still the payment due date if you owe taxes.
  9. Investing

    Johnson Controls, Tyco Move Forward With Merger Plans

    The boards of both companies have unanimously recommended that shareholders vote "for" the matters specified in the joint proxy statement.
RELATED FAQS
  1. How does a merger affect the shareholders?

    Explore the impact of a merger and understand how the process affects shareholders of the newly merged firm in terms of stock ... Read Answer >>
  2. How do a corporation's shareholders influence its Board of Directors?

    Find out how shareholders can influence the activity of the members of the board of directors and even change official corporate ... Read Answer >>
  3. How Do Proxy Fights Work?

    A proxy fight is when a group of shareholders are persuaded to join forces to win a corporate vote. Read Answer >>
  4. What are unregistered securities or stocks?

    Before securities, like stocks, bonds and notes, can be offered for sale to the public, they first must be registered with ... Read Answer >>
Trading Center