Form DEFA14A Filings

What Is SEC Form DEFA14A?

SEC Form DEFA14A is an important filing required under Section 14(a) of the Securities Exchange Act of 1934 and Schedule 14A. It is used to officially file definitive additional proxy soliciting materials, including written communications distributed after or alongside proxy materials in connection with shareholder voting matters.

This form is typically filed when a company or other soliciting party provides shareholders with supplemental communications relating to an annual meeting, special meeting, merger, acquisition, contested vote, governance proposal, or other matter subject to proxy solicitation. Once DEFA14A is submitted, it becomes part of the official SEC record for the solicitation.

Form DEFA14A ensures transparency by formally notifying investors and regulators of additional definitive communications used in a proxy solicitation. These materials often supplement the primary Form DEF 14A when additional information or communications are provided to shareholders during the solicitation process.

Key elements typically found in SEC Form DEFA14A include:

• Name of the registrant and, if applicable, the filing party
• Description of the proxy matter or transaction involved
• Text of the additional definitive soliciting materials
• Date the materials were first used or made available to security holders
• Schedule 14A filing fee information, if applicable
• References to related proxy materials or meeting matters

When the solicitation involves a proposed merger or acquisition, researchers may also review Form PREM14A to examine preliminary merger-related proxy disclosures that preceded definitive and supplemental communications.

SEC Form DEFA14A Filing Deadlines

SEC Form DEFA14A does not have a fixed periodic deadline, but it is subject to timing requirements based on when the definitive additional proxy soliciting materials are first used or sent. These timing rules are crucial to ensure regulatory compliance and provide prompt disclosure to investors.

Analysts following the complete solicitation process can review definitive proxy statements together with DEFA14A filings to understand the primary proxy disclosure and any supplemental communications issued afterward.

Key Things to Know About Form DEFA14A Filing Rules

• Definitive Additional Materials Filing: DEFA14A is used for additional definitive proxy soliciting materials filed under Schedule 14A after or in connection with proxy communications already being used in a shareholder solicitation.
• Timing Is Event-Driven: The filing is generally required no later than the date the additional definitive materials are first sent, given, used, or made available to security holders.
• Does Not Replace the Main Proxy Statement: DEFA14A supplements the main proxy materials and does not take the place of a definitive proxy statement, such as DEF 14A, when one is otherwise required.
• Used in Many Proxy Situations: The form may be used for annual meetings, special meetings, mergers, acquisitions, activist campaigns, governance proposals, and other matters involving shareholder solicitation.
• May Include Rule 14a-12 Material: The SEC’s EDGAR filing guidance identifies DEFA14A as the submission type for definitive additional proxy soliciting materials, including Rule 14a-12 material.

Investors and analysts who want to compare these supplemental communications with other shareholder-related disclosures can use the SEC filing insights page to follow proxy filings and related SEC submission activity across issuers.