What Is SEC Form DEFM14A?

SEC Form DEFM14A is a filing with the Securities and Exchange Commission (SEC) that must be filed by or on behalf of a registrant when a shareholder vote is required on an issue related to a merger or acquisition.

SEC Form DEFM14A is intended to provide security holders with sufficient information to allow them to make an informed vote at an upcoming security holders’ meeting or to authorize a proxy to vote on their behalf. Related filings include SEC Form PREM14A.

Key Takeaways

  • 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.
  • It is the final proxy statement sent to the company’s shareholders in connection with a merger or acquisition, which includes a discussion of the terms and reasons for the transaction.
  • Once the form has been filed, it is available on the SEC’s EDGAR electronic database.

Understanding SEC Form DEFM14A

SEC Form DEFM14A, which is also known as a “definitive proxy statement relating to a merger or acquisition,” 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 in a merger or acquisition.

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A proxy statement is a document that provides shareholders information and details on matters that will be brought up and voted on at an annual or special meeting.

A merger occurs when two existing companies agree to combine to form one new company. An acquisition occurs when one company (the acquirer) agrees to take on all or nearly all ownership of another company (the acquiree). Each filed DEFM14A form is publicly available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

SEC Form DEFM14A includes information about the following:

  • Date, time, and place of the meeting of security holders
  • Revocability of proxy
  • Dissenter’s right of appraisal
  • Persons making the solicitation
  • Direct or indirect interest of certain persons in matters to be acted upon
  • Modification or exchange of securities
  • Financial statements
  • Voting procedures
  • Acquisition or disposition of property
  • Amendment of charter, bylaws, other documents, and other details

Example Using SEC Form DEFM14A

In January 2017, Time Warner Inc. filed a form DEFM14A with the SEC regarding the prospective merger agreement for the combination of Time Warner and AT&T Inc. The form went into detail on the intended merger between these two corporations and how its shareholders could vote on the proposed merger.

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Among other things, both firms’ financial data, market price, and dividend information were laid out in the document, as well as potential risk factors relating to the merger and specifics on how the merger would be carried out. The detail in the document provided up-to-date information and background on both AT&T and Time Warner in order to help shareholders make an informed decision on the merger. The merger was subsequently approved by shareholders and went through.

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