Form DEFC14C Filings

What Is SEC Form DEFC14C?

SEC Form DEFC14C is an important filing used for a definitive information statement in connection with contested solicitations under Section 14(c) of the Securities Exchange Act of 1934 and Schedule 14C. It is used when a company furnishes definitive information to security holders regarding corporate action taken or proposed without a meeting in a contested matter.

This form is typically filed when shareholder action is effected by written consent or other action without a meeting, and the matter involves a contested solicitation. Once Form DEFC14C is submitted, it places the definitive information statement on file with the SEC and provides the formal disclosure framework for affected security holders.

Form DEFC14C helps ensure transparency by formally notifying investors and regulators of definitive information distributed in connection with contested actions taken without a shareholder meeting. Companies and market participants that follow disclosure activity through tools such as SEC filing alerts can use these filings to monitor important shareholder matters and contested corporate developments.

Key elements typically found in SEC Form DEFC14C include:

• Name of the registrant and, if applicable, the filing party
• Description of the contested corporate action or matter involved
• Date the definitive information statement is first sent or furnished to security holders
• Record date for determining entitled security holders, if applicable
• Text of the definitive information statement and related disclosures
• Information required by Schedule 14C for contested solicitations

SEC Form DEFC14C Filing Deadlines

SEC Form DEFC14C does not follow a single fixed annual deadline. Instead, it is filed as needed in connection with a contested solicitation involving shareholder action without a meeting, and timing depends on when the definitive information statement is first used or furnished to security holders.

Key Things to Know About Form DEFC14C Filing Rules

• Used for Contested Information Statements: Form DEFC14C applies when a definitive information statement relates to a contested solicitation conducted under Schedule 14C rather than a routine uncontested information statement.
• Event-Driven Filing: This form is filed as needed when the contested information statement is finalized and furnished in connection with shareholder action taken without a meeting.
• Different From Proxy Materials: Although it addresses shareholder-related corporate actions, DEFC14C is an information statement filing and not a definitive proxy statement used for voting at a meeting. Investors and compliance teams often review it alongside broader SEC forms lists to distinguish it from related proxy and information statement filings.
• Contested Matter Disclosure Still Matters: Because the filing relates to a contested solicitation, the definitive information statement must clearly present the transaction, proposal, or corporate action being disclosed to security holders.
• Part of the Official EDGAR Record: Once filed, DEFC14C becomes part of the SEC’s EDGAR record and can be tracked with services such as an SEC filings API for monitoring contested disclosure activity and related filing histories.

To monitor contested shareholder matters, information statements, and related disclosure activity, our SEC Edgar Search helps you track key SEC filings and filing histories so you stay informed about important corporate events. Related governance and proxy transaction disclosures can be monitored through our M&A Proxy Statements.