What is a DEF 14A filing?

Key Takeaways. SEC Form DEF 14A, also known as a “definitive proxy statement,” is a required filing when a shareholder vote is required. The Form DEF 14A outlines the list of items up for vote by shareholders, such as the hiring of new directors or other business decisions.

When must a preliminary proxy statement be filed?

Rule 14a-6(a) states that a preliminary proxy statement must be filed at least 10 calendar days prior to the filing of a definitive proxy statement. The day count starts on the day of filing. For example, if the company filed the preliminary proxy on April 1, then day 10 would be April 10.

What is SEC DEFA14A?

DEFA14A. Description: Additional Solicitation Material to Annual Meeting Proxy Statement.

What is a proxy SEC filing?

A proxy statement is a document containing the information the Securities and Exchange Commission (SEC) requires companies to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual or special stockholder meeting.

What is Defm?

SEC Form DEFM14A is known as the definitive proxy statement relating to a merger or acquisition. This form is required when there is to be a shareholder vote on a prospective M&A deal, providing enough relevant information to cast an informed vote.

What is 10q filing?

The Form 10-Q includes unaudited financial statements and provides a continuing view of the company’s financial position during the year. The report must be filed for each of the first three fiscal quarters of the company’s fiscal year.

When must proxy materials be filed with the SEC?

SEC rules require submission of preliminary Proxy Materials to SEC at least 10 days prior to the mailing date if the company will seek stockholder action on specific matters. The possibility of SEC comments should be considered when planning printing and mailing dates.

Who can use Form S 3?

Form S-3 can be used for the primary offering of non-convertible securities other than common equity (such as debt or preferred stock), to be offered by cash, if the company (i) has issued at least $1 billion in non-convertible securities in registered primary offerings over the prior three years; or (ii) has …

What is DFAN14A?

The term SEC Form DFAN14A refers to a filing made with the Securities and Exchange Commission (SEC) for non-management proxy solicitations not supported by the registrant. SEC Form DFAN14A covers “definitive additional proxy soliciting materials filed by non-management.”

What is a proxy defense?

A proxy fight, also known as a proxy contest or proxy battle, refers to a situation in which a group of shareholders in a company joins forces in an attempt to oppose and vote out the current management or board of directors.

Is an S-4 a proxy statement?

Prospectus. Sometimes, a registration statement will also include the target merger proxy and will be filed as a joint proxy statement/prospectus. The S-4 usually contains the same detailed information as the merger proxy. Like the merger proxy, it is usually filed several weeks after the transaction is announced.

What is an S-4 registration statement?

SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). It is required to register any material information related to a merger or acquisition. In addition, the form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash.

When do you need to file Form DEF 14A?

SEC Form DEF 14A, which is also known as a “definitive proxy statement,” is required under Section 14(a) of the Securities Exchange Act of 1934. This form is filed with the SEC when a definitive proxy statement is given to shareholders and helps the SEC ensure that shareholders’ rights are upheld.

What are the time periods specified in regulation 14A?

(k) Computing time periods. In computing time periods beginning with the filing date specified in Regulation 14A ( §§ 240.14a-1 to 240.14b-1 of this chapter), the filing date shall be counted as the first day of the time period and midnight of the last day shall constitute the end of the specified time period. (l) Roll-up transactions.

Who is the expert on SEC Form DEF 14A?

Erika Rasure, Ph.D., is an Assistant Professor of Business and Finance at Maryville University. She is an expert in personal financial planning and practices as a financial therapist. What Is the SEC Form DEF 14A?

What is required by item 13 of schedule 14A?

4. Electronic filings. If any of the information required by Items 13 or 14 of this Schedule is incorporated by reference from an annual or quarterly report to security holders, such report, or any portion thereof incorporated by reference, shall be filed in electronic format with the proxy statement.