Form DEFR14C Filings

What Is SEC Form DEFR14C?

SEC Form DEFR14C is an important filing used under Section 14(c) of the Securities Exchange Act of 1934 and Schedule 14C. The SEC classifies DEFR14C as the submission type for definitive revised information statement materials. It is used when previously filed definitive information statement materials need to be revised, corrected, or supplemented.

This form is typically filed when a company needs to revise information related to corporate actions addressed through the Schedule 14C process, such as charter amendments, reverse stock splits, director changes, or other corporate matters. The underlying Form DEF14C provides the original definitive information statement, while DEFR14C allows revised definitive materials to become part of the SEC filing record.

Actual DEFR14C filings show that revisions can range from substantive changes to narrower corrections. For example, SEC records include revised information statements modifying previously disclosed corporate actions as well as filings correcting an omitted signature in an earlier definitive Schedule 14C.

Form DEFR14C supports transparency by updating the definitive information statement record when disclosures require correction or revision. It does not itself constitute a proxy solicitation; Schedule 14C information statements generally inform security holders about corporate action taken or authorized without soliciting their proxies.

Key elements typically found in SEC Form DEFR14C include:

• Name of the issuer and class of securities
• Description of the corporate action covered by the information statement
• Record date for stockholders entitled to notice
• Revised, corrected, or supplemental disclosure
• Identification of changes from previously filed definitive materials, where applicable
• Information required under the applicable Schedule 14C disclosure framework

Corporate actions described in revised Schedule 14C materials may also lead to separate current-reporting obligations. Researchers can review Form 8-K filings for subsequent material developments that are reportable under the Exchange Act.

SEC Form DEFR14C Filing Deadlines

SEC Form DEFR14C does not have a single recurring filing deadline comparable to annual or quarterly reports. It is filed as needed when definitive information statement materials require revision. The underlying Schedule 14C process remains subject to Rule 14c-2 timing requirements where applicable. SEC-filed information statements commonly state that the relevant corporate action cannot become effective until at least 20 calendar days after the information statement is first provided or mailed to shareholders.

Researchers looking at DEFR14C within the broader SEC disclosure system can also review The 15 Most Important SEC Filings to compare information statements with other major registration, ownership, governance, and event-driven filings.

DEFR14C should also be distinguished from revised proxy statements. Both involve revisions to shareholder-facing disclosure, but DEFR14C belongs to the Schedule 14C information-statement framework rather than the Schedule 14A proxy-solicitation framework. The SEC’s EDGAR classifications separately identify definitive revised information statement materials as DEFR14C.

Key Things to Know About Form DEFR14C Filing Rules

• Used for Revised Definitive Information Statements: DEFR14C is the SEC submission type for definitive revised information statement materials.
• No Proxy Solicitation Involved: The Schedule 14C process provides information to security holders rather than soliciting proxies for the action described.
• Often Tied to Previously Authorized Corporate Actions: Schedule 14C materials commonly concern actions authorized through written consent or another process that does not involve soliciting proxies from shareholders.
• Notice Timing Still Matters: Revising the disclosure does not eliminate applicable Rule 14c-2 requirements governing when the underlying corporate action may be implemented.
• Filed on an Event-Driven Basis: DEFR14C is used when definitive information statement materials need revision rather than according to an annual or quarterly reporting schedule.