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Form PREC14C Filings

SEC Form PREC14C is a formal filing used to submit a preliminary information statement in connection with contested solicitations under Schedule 14C of the Securities Exchange Act of 1934. It is filed before definitive information materials are sent to security holders when the matter involves opposition or dispute.

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What Is SEC Form PREC14C?

SEC Form PREC14C is an important filing required under Schedule 14C of the Securities Exchange Act of 1934. It is used to file a preliminary information statement in connection with a contested solicitation before definitive materials are furnished to security holders. This filing allows the SEC to review the disclosure before the final information statement is distributed.

This form is typically filed when corporate action is being taken by written consent or authorization rather than through a shareholder meeting, and the circumstances involve a contested solicitation or opposition. Once filed, it begins the SEC review period that applies before definitive information statement materials may be sent to security holders.

Form PREC14C helps provide transparency by making preliminary contested information statement materials available for regulatory review before final disclosure is delivered.

Key elements typically found in SEC Form PREC14C include:

  • Name of the registrant or filing party
  • Description of the corporate action or matter involved
  • Disclosure regarding the contested solicitation or opposition
  • Information required by Schedule 14C and applicable SEC rules
  • Date preliminary materials are filed with the SEC
  • Planned date: definitive materials will be furnished to security holders

SEC Form PREC14C Filing Deadlines

SEC Form PREC14C has specific timing requirements that companies must follow when preliminary contested information statement materials are required. These deadlines are important to ensure regulatory compliance and proper notice before corporate action is taken.

Filing Stage Timeline Details
Preliminary Filing At least 10 calendar days before definitive materials are first sent Filed with the SEC as a preliminary information statement
Definitive Information Statement Filing No later than the date first sent or given to security holders Filed in final form with the SEC
Security Holder Notice Period At least 20 calendar days before the corporate action may be taken Required before action by consent or authorization becomes effective
Corporate Action Effective Date After the 20-day notice period Action may proceed once the required waiting period has passed

Key Things to Know About Form PREC14C Filing Rules

  • Preliminary Filing Is Required in Contested Situations: Form PREC14C is used when an information statement under Schedule 14C involves a contested solicitation or opposition, and preliminary review is required before definitive materials are sent.
  • Not Used for a Shareholder Vote by Proxy: Schedule 14C applies to corporate actions taken without a proxy solicitation, often by written consent or authorization, rather than through the proxy voting process.
  • SEC Review Period Applies: Preliminary materials generally must be filed at least 10 calendar days before definitive copies are first sent to security holders, unless the SEC authorizes a shorter period.
  • Definitive Materials Must Still Be Furnished: After the preliminary stage, a definitive information statement must be filed and furnished to security holders in accordance with Rule 14c-5 and Rule 14c-2.
  • Corporate Action Cannot Become Effective Immediately: The information statement must be sent or given at least 20 calendar days before the earliest date the corporate action may be taken.

SEC Form PREC14C is a preliminary information statement used in contested situations where corporate action is taken by written consent rather than a shareholder meeting. It aligns with disclosures tracked in Preliminary Proxy Statements and may later be updated through filings such as revised Preliminary Proxy Statements, while analysts reviewing such filings may also use our Free SEC Filing Alerts to compare disclosure activity across the full SEC filers list.

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