Form PRE 14C Filings

What Is SEC Form PRE 14C?

SEC Form PRE 14C is an important filing required under Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C. It is used by companies to file a preliminary information statement before sending definitive information materials to shareholders when action will be taken by written consent rather than through a proxy vote.

This form is typically filed when a company has obtained or expects to rely on written consent from the holders of sufficient voting power to approve a corporate action without holding a meeting. Those actions may include amendments to charter documents, name changes, reverse stock splits, share issuances, mergers, equity plan changes, or other matters requiring shareholder notice.

Form PRE 14C helps provide transparency by making preliminary shareholder information publicly available before definitive information statements are distributed. Researchers can review the most recent SEC filing submissions to identify newly filed preliminary information statements and related corporate-action disclosures.

Key elements typically found in SEC Form PRE 14C include:

• Name of the registrant and class of securities involved
• Description of the corporate action approved or proposed by written consent
• Record date for shareholders entitled to receive the information statement
• Identity of shareholders whose written consent authorized the action
• Explanation that no proxy is being solicited and no shareholder vote will occur
• Expected timing for mailing the definitive information statement and the effectiveness of the action

Although PRE 14C concerns information statements rather than proxy solicitations, researchers examining changes to shareholder-related disclosures may also review revised preliminary proxy statements when comparing how companies update preliminary materials before definitive filings are issued.

SEC Form PRE 14C Filing Deadlines

SEC Form PRE 14C has specific timing requirements that companies must follow before sending definitive information statements and before taking corporate action by written consent. These deadlines are crucial to ensure regulatory compliance and provide proper notice to shareholders.

Key Things to Know About Form PRE 14C Filing Rules

• Used for Written Consent Actions: Form PRE 14C applies when shareholder action is taken or will be taken by written consent instead of through a meeting and proxy solicitation.
• Preliminary Review Comes First: A company generally files PRE 14C before sending definitive information materials, and the preliminary filing must be made at least 10 calendar days in advance unless the SEC authorizes a shorter period for good cause.
• No Proxy Is Being Solicited: Schedule 14C information statements are notice documents for shareholder action by consent, not proxy solicitations for a vote at a meeting.
• 20-Day Waiting Period Still Applies: Even after definitive materials are mailed or otherwise furnished, the corporate action generally cannot be taken until at least 20 calendar days have passed.
• Often Used for Corporate Changes: PRE 14C filings commonly appear in connection with charter amendments, reverse splits, mergers, equity issuances, and other actions approved by majority written consent.

Once the preliminary process is complete, companies may file Form DEF 14C as the definitive information statement furnished to shareholders in connection with the approved action.