What Is SEC Form PRER14A?

SEC Form PRER14A is a filing with the Securities and Exchange Commission (SEC) that must be filed by or on behalf of a registrant when preliminary proxy materials are revised. Proxy materials are official documents that public corporations provide to their shareholders so that their shareholders can understand and decide how to vote at shareholder meetings.

Key Takeaways

  • SEC Form PRER14A is a filing with the Securities and Exchange Commission (SEC) that must be filed by or on behalf of a registrant when preliminary proxy materials are revised.
  • It should include information about the date, time, and place of the meeting of security holders, the revocability of proxy, the dissenter's right of appraisal, the direct or indirect interest of certain persons in matters to be acted upon, voting procedures, and more.
  • The SEC Form PRER14A is frequently accompanied by SEC Form DEF 14A, which is known as the definitive proxy statement.

How the SEC Form PRER14A Works

Form PRER14A is required under Section 14(a) of the Securities Exchange Act of 1934. This form is filed with the SEC when a revised preliminary proxy statement is given to shareholders and helps the SEC ensure that shareholders' rights are upheld.

SEC Form PRER14A 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
  • The direct or indirect interest of certain persons in matters to be acted upon
  • Modification or exchange of securities
  • Financial statements
  • Voting procedures
  • And other details

The SEC maintains a full list of the most recent PRER14A filings on its website, indicating that it can receive anywhere from 10 to 30 or more PRER14A filings in a given month. The SEC Form PRER14A is frequently accompanied by SEC Form DEF 14A, which is known as the definitive proxy statement. The SEC Form DEF 14A is filed when shareholder votes are required.

Example of an SEC Form PRER14A

For example, when Yahoo! filed its PRER14A form to be amended as of Feb. 20, 2017, it indicated that shareholders would be voting on a proposal to authorize its sale to Verizon Communications. In the form, signed by then-CEO Marissa Mayer, there is a proxy statement outlining a special meeting of stockholders to be held to discuss the acquisition.

The document writes: "The enclosed proxy statement additionally requests stockholder approval of (i) on a non-binding, advisory basis, executive compensation described in the enclosed proxy statement that may be paid or become payable as a result of the proposed sale transaction and (ii) the grant of authority to our Board of Directors to postpone or adjourn the special meeting for up to 10 business days to solicit additional proxies for the purpose of obtaining stockholder approval of the sale transaction, if our Board of Directors determines in good faith that such postponement or adjournment is necessary or advisable to obtain stockholder approval of the sale transaction."