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In the Dugout: Understanding the Proxy
One of the difficult things to understand when it comes to the fundamentals of a company
is the SEC filings that are released all the time. These filings are legally required of
all publicly traded companies and can be very confusing to investors and traders. In
this article, I would like to explain how a trader could use one of these filings, the
DEF-14A, to help them predict stock split announcements.
The DEF-14A is also called a proxy. This SEC filing is sent out to shareholders to let
them know the topics that will be discussed at the next shareholders meeting. The
shareholder meeting is usually scheduled on an annual basis near the same time each
year. Though special shareholder meetings can be announced, topics and issues to be
voted on will always come out in advance on some sort of DEF-14A.
Though many sites will have access to viewing SEC filings, www.freeedgar.com is a great
place to find out about them.
When it comes to announcing a stock split, the board of directors can do so without
approval from the shareholders. But, if there is a need to increase the number of
authorized shares, then the shareholders must vote and approve the increase.
Authorized shares are the number shares that are available to the company, but are
not publicly traded. If a company has 100 million authorized shares and 75 million
issued shares, then it needs to increase the number of authorized shares to at least
150 million to do a 2-for-1 stock split.
When viewing the DEF-14A filings, look for a paragraph under issues to be voted on
which mentions an increase in authorized shares. This will be a sign the company is
eyeballing a stock split announcement soon. It is possible for a company to announce
a stock split in advance of getting approval, though the footnote to the announcement
will state it is based on shareholder approval of an increase in authorized shares. A
trader could check each day for the new DEF-14A filings or could search on an individual
stock they feel is ready to announce a split but doesn't have enough shares.
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