Glossary

SEC Form DEF 14A

What is SEC Form DEF 14A?

SEC Form DEF 14A, also called a definitive proxy statement, is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders’ meeting. Form DEF 14A is most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting. The statement must be filed with the Securities and Exchange Commission (SEC) by or on behalf of the firm soliciting shareholder votes.

Under The Securities and Exchange Act of 1934, Form DEF 14A ensures that shareholders receive crucial voting information including when and where a shareholder meeting will be held; voting information and procedures; revocability of proxies; procedure for submitting stockholder proposals; background on the company’s nominated directors; top shareholders and holding details; potential conflicts of interest among directors; board and executive compensation, with details including perquisites; audit fees and committee and other important details.

When a definitive proxy statement is distributed to shareholders, it’s also filed with the SEC. It becomes a public record, available for anyone to view, on the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our solutions for Annual Meeting and Proxy Solutions.

SEC Form DEFM14A

What is SEC Form DEFM14A?

SEC Form DEFM14A must be filed with the Securities and Exchange Commission (SEC) prior to a merger or acquisition that will require a shareholder vote. Under The Securities Exchange Act of 1934, the form is meant to uphold shareholders’ rights by providing them with enough information to enable them to vote at a security holders’ meeting or via a proxy vote that they authorize.

Also known as the definitive statement relating to merger or acquisition, each filed DEFM14A is displayed publicly online using the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission.

The filing includes the date, time and place of the meeting of security holders; revocability of proxy; dissenter’s right of appraisal; individuals making the solicitation; direct or indirect interest of certain persons; modification or exchange of securities; financing information and financial statements; risk factors; voting procedures; acquisition or disposition of property; amendment of charter, bylaws, or other documents; and other key details. For support and additional information, explore our Regulatory Disclosure Solutions.

SEC Form MA

What is SEC Form MA?

SEC Form MA, or the Municipal Advisor Form, must be filed with the SEC by municipal advisors. A municipal advisor is a person who is not a municipal entity or an employee of a municipal entity providing advice to or on behalf of a municipal entity or obligated person, with respect to municipal financial products or the issuance of municipal securities, or that undertakes a solicitation of a municipal entity or obligated person.

The requirement for filing Form MA, as mandated by Section 975 of the Dodd-Frank Act and which amended Section 15B of the Securities Exchange Act of 1934, went into effect on July 1, 2014. According to Section 15B, it’s against the law for any municipal advisor to provide counsel, and receive fees, on when to issue securities and how to invest the profits from their sales without disclosing this activity via Form MA, unless an exemption applies.

Form MA must be filed with the SEC in XML (Extensible Markup Language) format via the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission.

Every municipal advisory firm must renew Form MA each year by filing an annual update within 90 days after the end of its fiscal year, and calendar year for sole proprietors. For support and additional information, explore our SEC reporting solutions.

SEC Form N-CR

What is Form N-CR?

Form N-CR is a Current Report filed by Money Market Funds. This form must be filed on EDGAR whenever a significant event impacts the Fund. Events include:

  • Default or insolvency of a portfolio security
  • Provision of financial support to the Fund
  • Deviation from a $1.00 Net Asset Value share price
  • Imposition of a liquidity fee
  • Suspension of redemptions from the Fund
  • Removal of previously imposed liquidity fee
  • Resumption of previously suspended redemptions

The N-CR filing must be filed generally within one business day following a triggering event. Historically, these filings were made in the traditional HTML/ASCII format. However, starting June 11, 2024, N-CR filings must be made in XML format. This means that, in addition to quickly gathering all the required information for the form, the submission must meet the new XML technical specifications. N-CR filings are publicly available as soon as they are filed on the EDGAR system. For support and additional information, explore our investment company compliance solutions.

SEC Form N-CSR

What Is SEC Form N-CSR?

SEC Form N-CSR is a document that registered investment management companies must file with the Securities and Exchange Commission (SEC), within 10 days of disseminating annual and semiannual reports to stockholders. Form N-CSR is a provision under Section 30 of the Investment Company Act of 1940 and Sections 13 and 15(d) of the Securities Exchange Act of 1934.

For support and additional information, explore our investment company compliance solutions.

SEC Form N-MFP

What is SEC Form N-MFP?

Registered money market funds use SEC Form N-MFP to report their portfolio holdings and other information to the SEC on a monthly basis.

Under the Investment Company Act of 1940, the form discloses information such as series-level and class-level details about the fund, its schedule of portfolio securities — including net and shadow net asset values, daily and weekly liquid assets and weekly shareholder flows — and basics such as whether the fund is liquidating or merging.

Each Form N-MFP covers one calendar month and must be filed by the money market fund within five days after the end of the month. After 60 days, the filing is displayed publicly on the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format, to enable the SEC to better monitor the fund, and inform and protect investors. For support and additional information, explore our investment company compliance solutions. 

SEC Form N-PX

What is SEC Form N-PX?

The SEC Form N-PX details the proxy voting record of mutual funds and other registered management investment companies for the most recent 12-month period ending on June 30. In accordance with Section 30 of the Investment Company Act of 1940 and Sections 13 and 15(d) of the Securities Exchange Act of 1934, Form N-PX must be filed with the Securities and Exchange Commission (SEC) no later than Aug. 31 of each year.

A number of mutual funds and registered management investment companies disclose how they vote proxies relating to the portfolio securities they hold on their websites. If they do not post this information online, then shareholders can request this information and must then receive the proxy voting record within three business days, free of charge. Mutual funds share how they will provide this information in their annual or semi-annual report to shareholders.

SEC Form N-PX must contain the name of the issuer, exchange ticker symbol and Committee on Uniform Security Identification Procedures (CUSIP) number of the portfolio security; the shareholder meeting date; a short description of the matter voted on including whether it was proposed by the issuer or the security holder; whether and how the fund cast its vote on the matter as well as if it voted for or against management. Information is submitted through the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our investment company compliance solutions.

SEC Form N-Q

What is SEC Form N-Q?

Mutual funds and other registered investment management companies must disclose their portfolio holdings on SEC Form N-Q under Section 30(b) of the Investment Company Act of 1940 and Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. Funds must file the form with the SEC within 60 days of the close of the first and third fiscal quarters of each year.

The purpose of these filings is to provide information to potential investors around whether a given index fund includes shares of a particular company or set of companies to which they might have ethical or religious objections.

The SEC may also apply the information provided on Form N-Q in its regulatory, disclosure review, inspection and policymaking roles. The fund’s principal executive and financial officers must sign and certify the information provided in the form, in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

Small business investment companies are exempt from filing SEC Form N-Q, and instead must file Form N-5. SEC Form N-Q must be filed electronically via the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. It does not need to be delivered to shareholders. For support and additional information, explore our investment company compliance solutions.   

SEC Form N-SAR

What is SEC Form N-SAR?

Registered investment management companies use SEC Form N-SAR to disclose information about fund operations and portfolio holdings. Filed with the Securities and Exchange Commission (SEC) on a semi-annual basis, the form protects investors by providing basic information to help them choose a company to trust with their investments.

In compliance with Section 30 of the Investment Company Act of 1940, Form N-SAR provides some detail on an investment management company’s leadership, advisors, underwriters and affiliations. In addition, it gives financial information also included in a company’s annual or semi-annual shareholder reports, such as sales of shares, portfolio turnover rate, income and expenses and total assets and income distributions per securities type. The Act eliminated the requirement that a registered investment company’s principal executive and financial officers certify Form N-SAR.

Form N-SAR is filed using the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our investment company compliance solutions.

SEC Form S-1

What is SEC Form S-1?

SEC Form S-1 is the initial registration required for a U.S. company. It must be filed before an IPO. Form S-1 is a registration statement under The Securities Act of 1933. A registration is mandatory before a security can be offered on public exchanges like the NYSE, NASDAQ, or AMEX.

Companies must provide information about their business model, intended use of capital, share price, and financials on Form S-1. A filing agent must provide a prospectus. This prospectus must include the offering price methodology. It must also include information on whether any dilution to other listed securities will occur.

The company must disclose any material business conducted between it, its directors, and external counsel. This is in addition to any other requirements. The submission is entered into the SEC’s EDGAR computer system. This system is used for the receipt, acceptance, review and dissemination of documents submitted electronically to the Commission. This process is similar to other forms.

Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. The JOBS Act, since April 2012, allows emerging growth companies to keep their Form S-1 confidential. This can be done up to 21 days prior to their IPO road show.

Form S-1/A is used for filing amendments to a previously filed Form S-1. Foreign companies may register with the SEC but their filing agent would use the SEC Form F-1 instead. For support and additional information, explore our Capital Markets Transactions solutions.