Form SC 14N Filings

What Is SEC Form SC 14N?

SEC Form SC 14N is an important filing required under Rule 14a-18 of the Securities Exchange Act of 1934 and Regulation 14N. It is used by a nominating shareholder or shareholder group to provide notice that it seeks to include director nominee information in a company’s proxy materials under applicable state or foreign law, or the company’s governing documents.

This form is typically filed when an eligible shareholder or shareholder group submits a proxy access nomination to a registrant. The notice on Schedule 14N must be filed with the SEC on the date it is first transmitted to the registrant, and it is often reviewed together with related definitive proxy statements and other proxy materials for the same meeting.

Form SC 14N ensures transparency by publicly disclosing the nominating shareholder’s identity, ownership information, nominee details, and required certifications in connection with a proxy access nomination. Depending on the circumstances, later amendments may be required for material changes and after election results are announced, alongside related revised proxy statements or other proxy disclosures.

Key elements typically found in SEC Form SC 14N include:

• Name of the nominating shareholder or shareholder group
• Name and background of the nominee or nominees
• Amount and duration of beneficial ownership
• Certifications and statements regarding eligibility and intent
• Disclosure of relationships, agreements, or arrangements involving the nomination
• Statement in support of the nominee, if provided

SEC Form SC 14N Filing Deadlines

SEC Form SC 14N has event-driven timing requirements that nominating shareholders must follow when submitting a proxy access nomination. These deadlines are important to ensure that the required notice and any amendments are made in accordance with SEC rules and the applicable nomination process.

Key Things to Know About Form SC 14N Filing Rules

• Filed With the Registrant and the SEC: A nominating shareholder or shareholder group must provide the Schedule 14N notice to the registrant and file it with the SEC on the same date it is first transmitted to the registrant.
• Applies to Proxy Access Nominations: Form SC 14N is used in connection with nominations submitted for inclusion in a registrant’s proxy materials under applicable state or foreign law or the registrant’s governing documents.
• Amendments May Be Required: A material change in previously disclosed facts requires an amendment, and a final amendment is required within 10 days after final election results are announced.
• Disclosure Accuracy Matters: Information included in Schedule 14N and related communications must not be false or misleading with respect to any material fact.
• Related Proxy Materials Should Be Reviewed Together: Investors often review Form SC 14N with related proxy disclosures and broader Filing Insights to follow shareholder director nominations activity and shareholder communications for the meeting.

To monitor proxy nominations, director election activity, and related disclosure changes, our platform helps you track key SEC filings associated with proxy materials and shareholder nominations.