What Is SEC Form PRRN14A?

The term SEC Form PRRN14A refers to a form required by the Securities and Exchange Commission (SEC) whenever non-management 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.

Key Takeaways

  • SEC Form PRRN14A is a filing required by the Securities and Exchange Commission whenever non-management files a revised preliminary proxy statement.
  • Filing the form is a requirement under Section 14(a) of the Securities Exchange Act of 1934.
  • The form should provide shareholders with information to allow them to make informed decisions at upcoming meetings or to authorize a proxy to vote on their behalf.
  • Information on the form includes the date, time, and place of meetings, entities making the solicitation, financial statements, and voting procedures.

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.

Form PRRN14A is a required filing by the SEC. Also known as a revised preliminary proxy statement filed by non-management, it 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—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 upcoming shareholder meetings or to authorize a proxy to vote on their behalf. It includes information such as:

  • the date, time, and place of the meeting of security holders
  • 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

You can look up company filings of Form PRRN14A on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

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 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."