SEC Form DFAN14A

What Is SEC Form DFAN14A?

The term SEC Form DFAN14A alludes to a filing made with the Securities and Exchange Commission (SEC) for non-management proxy requesting not upheld by the registrant. SEC Form DFAN14A covers "definitive extra proxy requesting materials filed by non-management."

Set forth plainly, the form is intended to give information to all gatherings included — investors, financial experts, and other key faculty — about proposed changes, for example, selections to a company's board of directors made by an outsider.

Grasping Form DFAN14A

SEC filings are financial documents and statements that must be completed and submitted to the agency consistently so investors have the most dependable information about companies when they make their investment choices.

The SEC requires normal filings from public companies, brokers, and certain people — outstandingly, individuals with insider information like board individuals, individuals in the executive team, and other key company staff.

The most common types of SEC filings are the 10-K and 10-Q statements. The 10-K is a company's annual report, while the 10-Q is a company's quarterly report.

Different forms frame changes in stock ownership, notice to file initial registration, registration of securities, filing of sales writing, updated proxy statements, initial public offering (IPO) registration, and amendments to different filings. Each form is related to a series of letters and numbers and can be found on the agency's EDGAR database.

SEC Form DFAN14A must be filed by somebody — normally a third party — at whatever point they need to take any definitive action that would make changes to a company, for example, naming individuals to the company's board of directors or to enact new advisory agreements.

The form recognizes the party taking action, that party's investment position in the company, the action to be taken, and the ideal aftereffect of such action. The purpose of the form is to guarantee that ideal information is distributed to all closely involved individuals since the planned outcome is to force a change not proposed by the company.

Special Considerations

A proxy fight is a term used to portray a fight between a company and a shareholder or a group of shareholders to win a shareholder vote. SEC Form DFAN14A can signal a proxy fight for board control or another initiative, like changing management compensation or dismissing a takeover bid.

Activists might seek a proxy fight for various reasons, including looking to supplant management or to force the sale of a company. The proxy materials in SEC Form DFAN14A are intended to assist with convincing shareholders to vote for the activist's board candidates or initiatives.

A DFAN14A filing might signal a proxy fight for board control or another initiative, like changing management compensation or dismissing a takeover bid.

As verified above, SEC Form DFAN14A is filed when somebody other than company management is selecting individuals for the board. This generally happens when investors — eminently activist investors — seek board representation when they feel the board is falling flat at its job. They might feel management oversight is lacking, subsequently, an investor might ask that shareholders vote new individuals onto the board.

These board chosen people can be direct individuals or partners of the activist investor or people that the investor thinks could bring value to the board. Candidates that don't have a direct relationship with the activist investor are viewed as independent board chosen people.

SEC Form DFAN14A versus SEC Form DEF 14A

SEC Form DFAN14A is a subset of SEC Form DEF 14A, which must be filed each time a shareholder vote is required, per section 14(a) of the Securities Exchange Act of 1934. SEC Form DEF 14A is the key document that spreads out the information about the company's board of directors. It additionally contains insights regarding the shareholder meeting, including the time, date, and location of the vote. Form DEF 14A is filed by the company or one more party for its sake. It's an important form that numerous investors will more often than not disregard however shouldn't.

Features

• Changes illustrated in the form are typically made by an outsider — substances not affiliated with the company itself — like an institutional investor.
• The form must distinguish the filer, their investment position in the company, the action to be taken, and what they wish to accomplish.
• Form DFAN14A is intended to give information about proposed changes like designations to a company's board of directors.