SEC Form PRRN14A

What Is SEC Form PRRN14A?

The term SEC Form PRRN14A alludes to a form required by the Securities and Exchange Commission (SEC) at whatever point somebody other than a company's management team files a modified preliminary proxy statement. Proxy statements contain information shareholders need before they vote at meetings or to approve a proxy to vote for their sake. This form is required under the Securities Exchange Act of 1934.

Grasping 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 tended to at annual or special shareholder meetings, for example, changes to executive salaries, selections or different changes to a company's board of directors, and any proposals made by the executive team or board that might influence the company. These statements arm shareholders with the information they need to pursue informed choices when they vote.

Otherwise called a "non-management reconsidered preliminary proxy requesting materials for both challenged solicitations and different circumstances," Form PRRN14A is filed with the SEC when changes are made to a preliminary proxy statement in a shareholder activist circumstance — when preliminary proxy requesting materials written by an outside (i.e., non-management) group are updated and a shareholder vote is required.

It's by means of Form PRRN14A that outsiders (frequently investors with sizeable stakes in the company) demonstrate their aim to challenge management here and there — to get seats on the board or demand action on some problem. The form plans to furnish shareholders with adequate information about the issue in question, and in adequate chance to permit them to make an informed vote at impending shareholder meetings or to approve a proxy to vote for their sake.

Similarly as with all preliminary proxy statements, Form PRRN14A must be filed with the Commission something like 10 calendar days before it is first shipped off security holders.

Items in SEC Form PRRN14A

Form PRRN14A incorporates information, for example,

The date, time, and place of the meeting
Revocability of proxy
Protester's right of examination
People or potentially elements making the solicitation
Any direct or indirect interest of certain people in issues to be acted upon
Modification or exchange of securities
Financial statements
Voting procedures
Different subtleties

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

Certifiable Example of SEC Form PRRN14A

Elliott Management Corporation, a hedge fund headed by notable activist Paul Singer, filed Form PRRN14A with the SEC on March 9, 2017. In its filing, the company framed its proposal to introduce four of its candidates to the board of directors of Arconic Inc.

The cover letter to the proxy solicitation contained foundation information on the hedge fund's shareholding of the company's stock and the purposes behind the [activist's](/activist-financial backer) want to become involved at the board level of the business. As is run of the mill with activist statements about expectation, Elliott expressed, "Whenever chose, our candidates, subject to their fiduciary duties as directors, will look to work with individuals from the Board to position [the company] to expand shareholder value."

Special Considerations

Form PRRN14A is one of several distinct preliminary proxy forms that can be filed, contingent upon the conditions. Others include:

PRER14A must be filed by or in the interest of a registrant when preliminary proxy materials are overhauled.
PRE14A must be filed by or in the interest of a registrant when a shareholder vote is required on an issue not connected with a challenged matter or merger/acquisition.
PREM14A must be filed regarding a merger or acquisition.

The "14A" in this large number of forms alludes to the fact that proxy statements are filed compliant with Section 14(a) of the Securities Exchange Act of 1934. The "P" shows they are preliminary filings — rather than "DEF" forms, which are definitive or last ones. DEF14A is the major definitive proxy statement — the one that authoritatively frames the issues to be voted on at the shareholder's meeting.

Features

Filing the form is a requirement under Section 14(a) of the Securities Exchange Act of 1934.
The PRRN14A form ought to furnish shareholders with information to permit them to settle on informed choices at impending meetings or to approve a proxy to vote for their sake.
SEC Form PRRN14A is a filing required by the Securities and Exchange Commission at whatever point outsiders (shareholders, activist groups, other non-executives) file a changed preliminary proxy statement.
Information on the form incorporates the date, time, and place of meetings, substances making the solicitation, financial statements, and voting procedures.