Preliminary vs. Definitive Filings


Summary

Under Rule 14a-6(a) (17 CFR 240.14a-6) of the Securities Exchange Act of 1934, as amended, a person who intends to solicit proxies must file with the U.S. Securities and Exchange Commission (the "SEC") five (5) copies of a proxy statement in preliminary form at least 10 calendar days before distributing them as definitive proxy materials, unless the proxy statement relates solely to several enumerated "routine" matters. For the purposes of calculating the 10-day period, the date that a preliminary proxy statement is filed is considered "day one." This period can be shortened by the staff for good cause, however, it is rare that the SEC grants requests for the acceleration of this period outside of the context of a proxy contest. The 10-day period does not recommence when a soliciting person amends the preliminary proxy statement unless the amended proxy statement material includes material revisions or new material proposals that represent a fundamental change to the information ...