SEC Form PRRN14A

What Is SEC Form PRRN14A?

The term SEC Form PRRN14A refers to a form required by the Securities and Exchange Commission (SEC) whenever someone other than a company's management team files a revised preliminary proxy statement. Proxy statements contain information shareholders need before they vote at meetings or to authorize a proxy to vote on their behalf. This form is required under the Securities Exchange Act of 1934.

Understanding SEC Form PRRN14A

Preliminary proxy and proxy statements are forms filed by all public companies with the SEC. These filings are mandatory and contain information about issues that are to be addressed at annual or special shareholder meetings such as changes to executive salaries, nominations or other changes to a company's board of directors, and any proposals made by the executive team or board that may affect the company. These statements arm shareholders with the information they need in order to make informed decisions when they vote.

Also known as a "non-management revised preliminary proxy soliciting materials for both contested solicitations and other situations," Form PRRN14A is filed with the SEC when changes are made to a preliminary proxy statement in a shareholder activist situation—when preliminary proxy soliciting materials written by an outside (i.e., non-management) group are revised and a shareholder vote is required.

It's via Form PRRN14A that outsiders (often investors with sizeable stakes in the company) indicate their intention to challenge management in some way—to obtain seats on the board or demand action on some problem. The form aims to provide shareholders with sufficient information about the issue at hand, and in ample time to allow them to make an informed vote at upcoming shareholder meetings or to authorize a proxy to vote on their behalf.

As with all preliminary proxy statements, Form PRRN14A must be filed with the Commission at least 10 calendar days before it is first sent to security holders.

Contents of SEC Form PRRN14A

Form PRRN14A includes information such as:

• The date, time, and place of the meeting
• Revocability of proxy
• Dissenter's right of appraisal
• Persons and/or entities making the solicitation
• Any direct or indirect interest of certain persons in matters to be acted upon
• Modification or exchange of securities
• Financial statements
• Voting procedures
• Other details

Real-World Example of SEC Form PRRN14A

Elliott Management Corporation, a hedge fund headed by well-known activist Paul Singer, filed Form PRRN14A with the SEC on March 9, 2017. In its filing, the company outlined its proposal to install four of its nominees to the board of directors of Arconic Inc.

The cover letter to the proxy solicitation contained background information on the hedge fund's shareholding of the company's stock and the reasons for the activist's desire to become involved at the board level of the business. As is typical with activist statements about intention, Elliott wrote, "If elected, our nominees, subject to their fiduciary duties as directors, will seek to work with members of the Board to position [the company] to maximize shareholder value."

Special Considerations

Form PRRN14A is one of several different preliminary proxy forms that can be filed, depending on the circumstances. Others include:

• PRER14A must be filed by or on behalf of a registrant when preliminary proxy materials are revised.
• PRE14A must be filed 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.
• PREM14A must be filed in connection with a merger or acquisition.

The "14A" in all these forms refers to the fact that proxy statements are filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. The "P" indicates they are preliminary filings—as opposed to "DEF" forms, which are definitive or final ones. DEF14A is the major definitive proxy statement—the one that officially outlines the matters to be voted on at the shareholder's meeting.