Form DEFA14C Filings

What Is SEC Form DEFA14C?

SEC Form DEFA14C is an important filing required under Section 14(c) of the Securities Exchange Act of 1934 and Schedule 14C. It is used to officially file definitive additional information statement materials that supplement a definitive information statement relating to corporate actions approved without a proxy solicitation.

This form is typically filed when a company provides shareholders with supplemental definitive communications relating to actions approved by written consent or otherwise taken without a meeting, such as charter amendments, mergers, share issuances, reverse stock splits, or other corporate actions described in a Schedule 14C process. Once DEFA14C is submitted, it becomes part of the official SEC record for the information statement matter and can be reviewed through an SEC filing search tool.

Form DEFA14C ensures transparency by formally notifying investors and regulators of additional definitive materials associated with a Schedule 14C filing. Researchers can review the underlying Form DEF 14C alongside DEFA14C materials to understand the original information statement and any supplemental disclosures subsequently provided to shareholders.

Key elements typically found in SEC Form DEFA14C include:

• Name of the registrant and, if applicable, the filing party
• Description of the Schedule 14C matter or corporate action involved
• Text of the additional definitive information statement materials
• Date the additional materials were first used or made available to security holders
• Filing fee information, if applicable
• References to related Schedule 14C materials or corporate actions

Material corporate actions described in Schedule 14C materials may also result in related Form 8-K disclosures, allowing analysts to follow subsequent developments such as effective dates, transaction updates, governance changes, or other reportable events.

SEC Form DEFA14C Filing Deadlines

SEC Form DEFA14C does not have a single fixed filing deadline in all cases. It is generally filed as needed in connection with definitive additional information statement materials relating to a Schedule 14C matter. These timing requirements are important because the related corporate action under Rule 14c-2 generally cannot be taken until at least 20 calendar days after the definitive information statement is first sent or given to stockholders.

Schedule 14C filings should be distinguished from Definitive Proxy Statements, which are generally associated with proxy solicitations where shareholders are being asked to vote rather than simply being informed of an action already approved through written consent.

Key Things to Know About Form DEFA14C Filing Rules

• Used for Additional Definitive Materials: A company uses Form DEFA14C to file supplemental definitive materials connected to a Schedule 14C information statement matter.
• Not a Proxy Solicitation Filing: Form DEFA14C relates to Section 14(c) information statement procedures, which generally apply when stockholder action is taken without soliciting proxies.
• Often Connected to Written Consent Actions: These filings commonly relate to actions approved by stockholders through written consent instead of a meeting.
• Timing Depends on the Underlying Matter: There is no single universal deadline for DEFA14C, but the related corporate action is generally subject to the waiting period required under Rule 14c-2.

Used in Multiple Scenarios: Form DEFA14C may be used for mergers, charter amendments, reverse stock splits, share issuances, governance changes, and other Schedule 14C-related corporate actions