Precedent Examples Table of Contents Early filers - 2008 Walt Disney Prominent filers - 2007 Best Buy Citigroup Coca-Cola 3.10.06 Charter General Electric Hewlett Packard 1.23.06 charters Intel 1.23.06 Nasdaq Stock Market 4.21.06 § charters Microsoft [more...]
Topics Full text of Schedule 14A: eCFR 2007 CFR Recent changes Check boxes Notes Filing requirements SEC FAQs SEC Releases 10-K Part III incorporation Incorporation by reference Preliminary proxy [more...]
Date, Time and Place Information Overview Item 1(a) requires specified disclosures about Meeting details; Mailing address Item 1(a) Date of mailing of proxy statement Item 1(b) Deadlines for submitting shareholder proposals Item 1(c) Item 1 Requirements Item 1(a) Meeting details; Mailing address Date, time and [more...]
Compensation Plans Overview Item 10 applies "If action is to be taken with respect to any plan pursuant to which cash or noncash compensation may be paid or distributed" Required disclosures Specified narrative and tabular disclosures are required for plans subject to securityholder action Item 10(a) Additional disclosures are [more...]
Authorization or Issuance of Securities Otherwise than for Exchange Overview Item 11 applies "If action is to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the registrant" Required disclosures Title - amount of securities Item 11(a) Description of [more...]
Modification or Exchange of Securities Overview Item 12 applies "If action is to be taken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant" Required disclosures Title - [more...]
Financial and Other Information Overview Item 13(a) applies "If action is to be taken with respect to any matter specified in Item 11 or 12" Item 11 Authorization or issuance of securities Item 11 Topic Page Item 12 Modification or exchange of securities Item 12 Topic Page Required financial and other information: Financial statements [more...]
Mergers, Consolidations, Acquisitions and Similar Matters Overview Item 14 applies if proxy solicitation is for approval of Merger or consolidation Item 14(a)(1) Acquisition of securities Item 14(a)(2) Acquisition of any other going business Item 14(a)(3) Acquisition of the assets of a going business Item 14(a)(3) Sale of [more...]
Acquisition or Disposition of Property Overview Item 15 applies "If action is to be taken with respect to the acquisition or disposition of any property" Required disclosures Describe property Item 15(a) Describe consideration therefor Item 15(b) Details on transferer / transferee Item 15(c) Details on contract / [more...]
Restatement of Accounts Overview Item 16 applies "If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the registran " Required disclosures Nature of restatement Item 16(a) Reasons therefor Item 16(b) Detail on accounts affected by restatement Item 16(c) Effect on [more...]
Action with Respect to Reports Overview Item 17 applies "If action is to be taken with respect to any report of the registrant or of its directors, officers or committees or any minutes of a meeting of its security holders" Required disclosures Whether vote constitutes approval or disapproval of matters covered by such reports or [more...]
Matters Not Required to Be Submitted Overview Item 18 applies "If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders" Required disclosures Must describe the matter Reasons for submitting it to a vote What will happen if vote is negative Item 18 Requirements Text If [more...]
Amendment of Charter, Bylaws or Other Documents Overview Item 19 applies "If action is to be taken with respect to any amendment of the registrant's charter, bylaws or other documents as to which information is not required" by preceding Schedule 14A items Requires a brief statement of "the reasons for and the general effect of [more...]
Revocability of Proxy Overview Item 2 requires specified disclosures about rights to revoke a proxy prior to exercise Item 2 Requirements Item 2 Right of proxy revocation prior to exercise State whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited [more...]
Other Proposed Action Overview Item 20 applies "If action is to be taken on any matter not specifically referred to in this Schedule 14A" Requires disclosures " in substantially the same degree of detail" as other Schedule 14A items Item 20 Requirements Text If action is to be taken on any matter not specifically [more...]
Disclosures About Voting Procedures Overview For each matter subject to vote Vote required for approval or election Item 21(a) Method for counting votes Item 21(b) Item 21 Requirements Voting procedures As to each matter which is to be submitted to a vote of security holders, furnish the following information: (a) State [more...]
Investment Company Proxy Statements Overview Item 22 has specialized requirements for investment company proxy statements Item 22(a) General Requirements Item 22(a)(1) Definitions Unless the context otherwise requires, terms used in this Item that are defined in § 240.14a-1 (with respect to proxy soliciting material), in [more...]
Delivery of documents to security holders sharing an address Overview SEC rules and state statutes facilitate householding Allow delivery of a single notice or document to stockholders sharing a single address Item 23 Requirements Item 23 Delivery of documents to security holders sharing an address. If one annual report to security [more...]
Dissenters Right of Appraisal Overview Item 3 disclosure requirements apply "if a matter to be acted upon" triggers statutory appraisal or dissenter's rights Item 3 Requirements Item 3 Outline of appraisal rights (or similar rights of dissenters) and related statutory procedures Look to [more...]
Persons making the solicitation - Uncontested Overview Item 4(a) covers disclosure for uncontested solicitations Solicitations which are "not subject to Rule 14a-12(c) " Which applies to solicitations in opposition to the election or removal of a director Which are instead covered by Item 4(b) Item 4(a) requires specified disclosures [more...]
Persons Making the Solicitation - Proxy Contest Overview Item 4(b) covers disclosure for contested solicitations Solicitations which are "subject to Rule 14a-12(c) " Which are solicitations in opposition to the election or removal of a director Uncontested solicitations are instead covered by Item 4(a) Item 4(b) requires specified [more...]
Interest of Certain Persons in Matters to Be Acted Upon - Uncontested Overview Item 5(a) covers disclosure for uncontested solicitations Those "not subject to Rule 14a-12(c) " Which applies to solicitations in opposition to the election or removal of a director Which are instead covered by Item 5(b) Requires specified disclosures about [more...]
Interests of Persons - Proxy Contest Overview Item 5(b) covers disclosure for contested solicitations Those "subject to Rule 14a-12(c) " Which are solicitations in opposition to the election or removal of a director Uncontested solicitations are instead covered by Item 5(a) Requires specified disclosures about any substantial interest , [more...]
Voting Securities and Principal Holders Thereof Overview Item 6 requires specified disclosures about Shares outstanding / Eligible votes Item 6(a) Record date Item 6(b) Cumulative voting Item 6(c) Beneficial ownership Item 6(d) Change in control Item 6(e) Item 6 Requirements Item 6(a) Number of [more...]
Directors and Executive Officers Overview Item 7 applies "if action is to be taken with respect to the election of directors" E.g, the annual meeting of stockholders Requires specified disclosures about Directors and executive officers Board committees Shareholder communications Related person transactions Insider trading report [more...]
Compensation of Directors and Executive Officers Overview Item 8 applies "if action is to be taken with respect to" : Election of directors Item 8(a) , or Where a director, nominee or executive officer will participate, any Compensation plan or contract Item 8(b) Pension or retirement plan Item 8(c) Grant of options or [more...]
Independent Public Accountants Overview Item 9 applies to proxy solicitations by the registrant for Annual election of directors by shareholders, or Approval of registrant's auditor by shareholders Requires disclosures about Auditor for current year Item 9(a) Auditor for prior year Item 9(b) Auditor attendance at shareholder [more...]
Check Boxes Schedule 14A requires filer to check appropriate boxes on the first page thereof [ ] Filed by Registrant [ ] Filed by a party other than the Registrant [ ] Preliminary proxy statement [ ] Confidential [ ] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting [more...]