What is a SEC Form PX14A6G
SEC Form PX14A6G is a Notice of Exempt Solicitation filed with the Securities and Exchange Commission that notifies shareholders it is exempt from conventional solicitation rules, notably in proxy fights.
BREAKING DOWN SEC Form PX14A6G
SEC Form PX14A6G acts as a cover page for a copy of a letter sent to shareholders outlining reasons why the sending party wants them to vote a particular way, such as voting for particular members of the board of directors or voting against a proposed stock transaction.
It is required under Rule 14a-6(g) of the Securities Exchange Act of 1934 and helps protect shareholders by monitoring certain types of communications sent to them. The key for the SEC Form PX14A6G filing is that the filer is exempt from having to be considered soliciting.
Who Files a SEC Form PX14A6G
SEC Form PX14A6G is filed by an investor looking to oppose a shareholder proposal in the proxy statement. It is a proxy solicitation that’s exempt from typical solicitation rules. Investors file SEC Form PX14A6G to address proposals and contains memos addressing the issues it sees. The filer does not have to offer any information about themselves or what interest they might have in the matter.
SEC Form PX14A6G and Proxy Fights
A proxy fight involves an activist investor trying to solicit votes from shareholders for a proposal, whether it be soliciting board of director changes or a takeover. Proxy fights can be expensive, requiring large advertising and legal budgets. In proxy filings, the investor has to offer up details on its plans and analysis. With the filing of SEC Form PX14A6G, investors are exempt from having to be considered soliciting votes.
Exemptions From Filings
To be able to make the SEC Form PX14A6G filing the filer must qualify for an exemption that allows them to forgo the typical proxy solicitation process. The key exemption is that if the filer is soliciting proxies from 10 or fewer investors, it’s exempt from proxy regulations.
The exemption allows the filer to keep its plan somewhat hidden, not having to reveal any details in the SEC filing. It also allows materials to be created for specific shareholders, instead of blanket-style documents for the entire shareholder base. Also, further communications with the shareholders don’t have to be reported to the SEC.
When To File SEC Form PX14A6G
A filer might use the SEC Form PX14A6G filing if the company’s shareholder base is concentrated, such that it could influence change by talking with 10 or fewer shareholders. Influencing change generally means making sure to have at least 50% of the shareholder base on one’s side. It doesn't matter which 10 shareholders the filer talks with, where it does not necessarily have to be the top 10 shareholders.