Rule 14f-1 - Change in Majority of Directors

Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) relates to the replacement of a majority of the directors of an issuer in connection with an acquisition subject to Sections 13(d) or 14(d) of such Act. Section 14(f) requires the issuer to provide all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors and the Commission, in accordance with the rules and regulations prescribed by the Commission, information concerning the replacement of directors that is substantially equivalent to that information which would be required by Section 14(a) or Section 14(c) if such persons were nominees for election as directors at a meeting of security holders. In order to facilitate compliance with Section 14(f), the Commission adopted Rule 14f-1 (17 CFR 240.14f-1), pursuant to Sections 13(d) and 13(e) as well as Sections 14(d) and 14(f). The rule requires that, not less than 10 days prior to the time the persons elected or designated as directors of the issuer take office, or such shorter period as the Commission may authorize, the issuer shall file with the Commission and transmit to all holders of record of securities of the issuer, information required by certain items of the Commission’s proxy rules. The rule is needed by the Commission to fulfill its statutory responsibility to prescribe the necessary rules and regulations for the protection of investors by requiring an issuer to apprise its security holders of record and the Commission of a prospective change in the majority of the board of directors of the company where such change is to be effected other than at a meeting of security holders and of information about the issuer’s prospective new directors. The information filed with the Commission assures the public availability and dissemination of such information. Private contractors reproduce much of the filed information and provide it to private parties. Many other persons obtain information directly from the Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, through which filings under the rule are made. This information is needed by security holders, investors, brokers, dealers, investment banking firms, professional securities analysts, and others in evaluating securities and making investment and voting decisions. If the information were not collected, the information the Commission deems necessary for the protection of investors regarding a prospective change in directors would not be available to the investing public prior to the time the change was actually effected.

The latest form for Rule 14f-1 - Change in Majority of Directors expires 2028-12-31 and can be found here.