DEFINITION of SEC Form PRRN14A

SEC Form PRRN14A is a filing with the Securities and Exchange Commission (SEC) when non-management preliminary proxy soliciting materials are revised and a shareholder vote is required. SEC Form PRRN14A should provide security holders with sufficient information about the issue at hand 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; financial statements; voting procedures; and other details.

BREAKING DOWN SEC Form PRRN14A

Form PRRN14A, also known as "non-management revised preliminary proxy soliciting materials for both contested solicitations and other situations", is required under Section 14(a) of the Securities Exchange Act of 1934. This form is filed with the SEC when changes are made to a preliminary proxy statement in a shareholder activist situation. 

Example

Elliott Management Corporation, a hedge fund headed by well-known activist Paul Singer, filed SEC Form PRRN14A on March 9, 2017 to outline its proposal to install four of its nominees to the Board of Directors of Arconic Inc. The cover letter to the proxy solicitation contains 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 writes, "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."