SEC Form DFAN14A is a filing used in the U.S. securities market during shareholder voting. It applies when non-management parties seek to influence how shareholders vote on corporate matters.
This situation often arises during proxy contests or other contested corporate decisions. In these cases, shareholders may receive competing recommendations from company management and outside investors, making it harder to evaluate which position best serves their interests.
U.S. securities laws require clear and complete disclosure in these situations so shareholders can make informed voting decisions. And SEC Form DFAN14A helps meet this requirement.
This article explains what SEC Form DFAN14A is, who files it, why it matters, and how it works. It also explains how this form differs from SEC Form DEF 14A, which is filed by company management.
What is SEC Form DFAN14A?
SEC Form DFAN14A is a filing for Definitive Additional Proxy Soliciting Materials submitted to the U.S. Securities and Exchange Commission (SEC). It is used by non-management parties, such as activist investors or shareholder groups, when they distribute final proxy materials that differ from the company’s own recommendations.
The form exists to supplement the company’s standard proxy statement (DEF 14A), not replace it. Its role is to provide shareholders with additional information so they can compare management’s position with alternative proposals before casting their votes.
Let’s break down each part of the name of form DFAN14A:
- - Definitive: It means the materials are final.
- - Additional: It means the filing provides extra information alongside the company’s main proxy statement.
- - Proxy soliciting materials: Refers to the documents used to influence shareholder votes.
- - Non-management: It means the filing comes from outside parties.
Who Files SEC Form DFAN14A?
Non-management parties typically file SEC Form DFAN14A:
- - Institutional shareholders
These parties use the form to challenge management’s position and present an alternative plan or slate of directors.
Purpose of SEC Form DFAN14A
The primary purpose of SEC Form DFAN14A is to protect shareholder voting rights by ensuring all material viewpoints are disclosed before a vote.
According to SEC proxy rules under Section 14(a) of the Securities Exchange Act of 1934, shareholders must receive complete and fair information before voting on corporate matters.
SEC Form DFAN14A actually is used to:
- - Provide transparency during proxy contests
- - Allow shareholders to compare management vs. activist proposals
- - Prevent misleading or incomplete solicitation materials
How Does an SEC Form DFAN14A Work?
Here is how an SEC Form DFAN14A works:
Start of a Proxy Challenge
A shareholder decides to oppose management’s recommendations. This may involve board nominations, opposing mergers, or proposing governance changes.
Preparation of Proxy Materials
The non-management party prepares final proxy materials explaining its position. These materials outline what shareholders are being asked to vote for or against and how this differs from management’s proposal.
Filing With the SEC
Once the materials are final, the filer submits SEC Form DFAN14A to the U.S. Securities and Exchange Commission. This makes the information publicly available and ensures compliance with proxy disclosure rules.
Disclosure of the Filer
The filing identifies who is making the solicitation. This helps shareholders understand who is behind the proposal and whether multiple parties are acting together.
Disclosure of Ownership
The filer reveals how much stock it owns. This shows the filer’s financial interest in the company.
Explanation and Reasoning
The DFAN14A explains what changes the filer is seeking and why it believes its proposal is in shareholders’ best interests. This often includes views on company performance, strategy, or governance.
Shareholder Review and Voting
Shareholders review the DFAN14A alongside the company’s proxy statement. After considering both perspectives, shareholders decide how to vote.
How SEC Form DFAN14A Differs from DEF 14A
SEC Form DFAN14A and SEC Form DEF 14A are mostly related, but they still serve different purposes.
SEC Form DEF 14A is the main proxy statement filed by the company. It explains the matters being voted on and shows how management wants shareholders to vote.
In contrast, SEC Form DFAN14A is filed by non-management parties. It is used when these parties disagree with the company’s position and want shareholders to consider an alternative proposal.
In simple terms, DEF 14A tells shareholders what the company wants. DFAN14A explains what challengers want and why. Shareholders often review both forms to make informed voting decisions.
To learn about different types of SEC filings, visit 10 Common Types of SEC Filings.
SEC Form DFAN14A vs. SEC DEF 14A
| Aspect |
SEC Form DFAN14A |
SEC Form DEF 14A |
| What it is |
Additional proxy filing under Schedule 14A |
The primary proxy statement |
| Filed By |
Non management parties |
The company or on its behalf |
| Filing Category |
Definitive additional proxy soliciting materials |
Definitive proxy statement |
| Typical Users |
Activist investors or shareholder groups |
Company management |
| View it Presents |
Challenger perspective |
Company perspective |
| Common Usage |
Proxy contests or other contested votes |
Required for all shareholder votes |
Importance of SEC Form DFAN14A in Proxy Contest
SEC Form DFAN14A plays an important role during proxy contests. It ensures shareholders receive non-management viewpoints alongside the company’s proxy materials before voting.
This form matters because it:
- - Gives shareholders access to alternative views
- - Supports fair and informed voting decisions
- - Improves transparency during proxy contests
- - Helps investors compare different proposals side by side
Without DFAN14A, shareholders may only see the management’s perspective when making voting decisions.
Bottom Line
SEC Form DFAN14A allows non-management parties to present their views directly to shareholders. It improves transparency during proxy contests and other contested votes. By reviewing SEC Form DFAN14A alongside the company’s proxy statement, shareholders can compare different proposals and vote with better information.
Global Corporate Filings API
Quantillium provides an all-in-one API for corporate filings to help you access global disclosures,
including proxy materials like DFAN14A.
With a reliable SEC filings API, you can retrieve standardized filing data,
extract full documents, and track historical and daily updates at scale.
Explore the API Docs or Start a free trial to get started.
Frequently Asked Questions
Who files SEC Form DFAN14A?
Third parties file SEC Form DFAN14A. These include activist investors, shareholder groups, or other non-management parties that want to influence a shareholder vote or propose changes to the company.
Is SEC Form DFAN14A the same as SEC Form DEF 14A?
No. SEC Form DFAN14A and SEC Form DEF 14A are different. DEF 14A is the main proxy statement filed by the company, while DFAN14A is filed by non-management parties to share additional information in proxy solicitations.
When is SEC Form DFAN14A required?
SEC Form DFAN14A is required when non-management parties try to influence how shareholders vote by sharing final proxy materials that oppose the company’s recommendations. And it is especially done during proxy contests or other contested elections.
Why do activist investors use SEC Form DFAN14A?
Activist investors use SEC Form DFAN14A to explain their proposals, nominate directors, or oppose management decisions and persuade shareholders to vote differently.
What information is disclosed in SEC Form DFAN14A?
SEC Form DFAN14A discloses the filer’s identity, ownership stake, proposed actions, goals, and reasons for challenging management.
Is SEC Form DFAN14A only used in proxy contests?
SEC Form DFAN14A is most common in proxy contests, but it can also be used in other situations where non-management parties try to influence a shareholder's vote. This includes disputes over mergers, challenges to management decisions, board or compensation changes, and other major corporate actions.
SEC Form DFAN14A is a filing used in the U.S. securities market during shareholder voting. It applies when non-management parties seek to influence how shareholders vote on corporate matters.
This situation often arises during proxy contests or other contested corporate decisions. In these cases, shareholders may receive competing recommendations from company management and outside investors, making it harder to evaluate which position best serves their interests.
U.S. securities laws require clear and complete disclosure in these situations so shareholders can make informed voting decisions. And SEC Form DFAN14A helps meet this requirement.
This article explains what SEC Form DFAN14A is, who files it, why it matters, and how it works. It also explains how this form differs from SEC Form DEF 14A, which is filed by company management.
What is SEC Form DFAN14A?
SEC Form DFAN14A is a filing for Definitive Additional Proxy Soliciting Materials submitted to the U.S. Securities and Exchange Commission (SEC). It is used by non-management parties, such as activist investors or shareholder groups, when they distribute final proxy materials that differ from the company’s own recommendations.
The form exists to supplement the company’s standard proxy statement (DEF 14A), not replace it. Its role is to provide shareholders with additional information so they can compare management’s position with alternative proposals before casting their votes.
Let’s break down each part of the name of form DFAN14A:
- - Definitive: It means the materials are final.
- - Additional: It means the filing provides extra information alongside the company’s main proxy statement.
- - Proxy soliciting materials: Refers to the documents used to influence shareholder votes.
- - Non-management: It means the filing comes from outside parties.
Who Files SEC Form DFAN14A?
Non-management parties typically file SEC Form DFAN14A:
- - Institutional shareholders
These parties use the form to challenge management’s position and present an alternative plan or slate of directors.
Purpose of SEC Form DFAN14A
The primary purpose of SEC Form DFAN14A is to protect shareholder voting rights by ensuring all material viewpoints are disclosed before a vote.
According to SEC proxy rules under Section 14(a) of the Securities Exchange Act of 1934, shareholders must receive complete and fair information before voting on corporate matters.
SEC Form DFAN14A actually is used to:
- - Provide transparency during proxy contests
- - Allow shareholders to compare management vs. activist proposals
- - Prevent misleading or incomplete solicitation materials
How Does an SEC Form DFAN14A Work?
Here is how an SEC Form DFAN14A works:
Start of a Proxy Challenge
A shareholder decides to oppose management’s recommendations. This may involve board nominations, opposing mergers, or proposing governance changes.
Preparation of Proxy Materials
The non-management party prepares final proxy materials explaining its position. These materials outline what shareholders are being asked to vote for or against and how this differs from management’s proposal.
Filing With the SEC
Once the materials are final, the filer submits SEC Form DFAN14A to the U.S. Securities and Exchange Commission. This makes the information publicly available and ensures compliance with proxy disclosure rules.
Disclosure of the Filer
The filing identifies who is making the solicitation. This helps shareholders understand who is behind the proposal and whether multiple parties are acting together.
Disclosure of Ownership
The filer reveals how much stock it owns. This shows the filer’s financial interest in the company.
Explanation and Reasoning
The DFAN14A explains what changes the filer is seeking and why it believes its proposal is in shareholders’ best interests. This often includes views on company performance, strategy, or governance.
Shareholder Review and Voting
Shareholders review the DFAN14A alongside the company’s proxy statement. After considering both perspectives, shareholders decide how to vote.
How SEC Form DFAN14A Differs from DEF 14A
SEC Form DFAN14A and SEC Form DEF 14A are mostly related, but they still serve different purposes.
SEC Form DEF 14A is the main proxy statement filed by the company. It explains the matters being voted on and shows how management wants shareholders to vote.
In contrast, SEC Form DFAN14A is filed by non-management parties. It is used when these parties disagree with the company’s position and want shareholders to consider an alternative proposal.
In simple terms, DEF 14A tells shareholders what the company wants. DFAN14A explains what challengers want and why. Shareholders often review both forms to make informed voting decisions.
To learn about different types of SEC filings, visit 10 Common Types of SEC Filings.
SEC Form DFAN14A vs. SEC DEF 14A
| Aspect |
SEC Form DFAN14A |
SEC Form DEF 14A |
| What it is |
Additional proxy filing under Schedule 14A |
The primary proxy statement |
| Filed By |
Non management parties |
The company or on its behalf |
| Filing Category |
Definitive additional proxy soliciting materials |
Definitive proxy statement |
| Typical Users |
Activist investors or shareholder groups |
Company management |
| View it Presents |
Challenger perspective |
Company perspective |
| Common Usage |
Proxy contests or other contested votes |
Required for all shareholder votes |
Importance of SEC Form DFAN14A in Proxy Contest
SEC Form DFAN14A plays an important role during proxy contests. It ensures shareholders receive non-management viewpoints alongside the company’s proxy materials before voting.
This form matters because it:
- - Gives shareholders access to alternative views
- - Supports fair and informed voting decisions
- - Improves transparency during proxy contests
- - Helps investors compare different proposals side by side
Without DFAN14A, shareholders may only see the management’s perspective when making voting decisions.
Bottom Line
SEC Form DFAN14A allows non-management parties to present their views directly to shareholders. It improves transparency during proxy contests and other contested votes. By reviewing SEC Form DFAN14A alongside the company’s proxy statement, shareholders can compare different proposals and vote with better information.
Global Corporate Filings API
Quantillium provides an all-in-one API for corporate filings to help you access global disclosures,
including proxy materials like DFAN14A.
With a reliable SEC filings API, you can retrieve standardized filing data,
extract full documents, and track historical and daily updates at scale.
Explore the API Docs or Start a free trial to get started.
Frequently Asked Questions
Who files SEC Form DFAN14A?
Third parties file SEC Form DFAN14A. These include activist investors, shareholder groups, or other non-management parties that want to influence a shareholder vote or propose changes to the company.
Is SEC Form DFAN14A the same as SEC Form DEF 14A?
No. SEC Form DFAN14A and SEC Form DEF 14A are different. DEF 14A is the main proxy statement filed by the company, while DFAN14A is filed by non-management parties to share additional information in proxy solicitations.
When is SEC Form DFAN14A required?
SEC Form DFAN14A is required when non-management parties try to influence how shareholders vote by sharing final proxy materials that oppose the company’s recommendations. And it is especially done during proxy contests or other contested elections.
Why do activist investors use SEC Form DFAN14A?
Activist investors use SEC Form DFAN14A to explain their proposals, nominate directors, or oppose management decisions and persuade shareholders to vote differently.
What information is disclosed in SEC Form DFAN14A?
SEC Form DFAN14A discloses the filer’s identity, ownership stake, proposed actions, goals, and reasons for challenging management.
Is SEC Form DFAN14A only used in proxy contests?
SEC Form DFAN14A is most common in proxy contests, but it can also be used in other situations where non-management parties try to influence a shareholder's vote. This includes disputes over mergers, challenges to management decisions, board or compensation changes, and other major corporate actions.
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