SEC Form PRE 14C

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Updated June 21, 2022
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What Is SEC Form PRE 14C?

SEC Form PRE 14C is a preliminary document filed with the Securities and Exchange Commission (SEC). It must be filed by a registrant prior to its annual or special shareholder meetings to provide preliminary information related to a subject other than a merger, contested solicitation, or special meeting.

The information provided on form PRE 14C allows shareholders to make informed decisions about their votes, or how to delegate their voting rights to a proxy in the event that they are unable to attend the meeting in person.

Key Takeaways

  • SEC Form PRE 14C is a preliminary financial disclosure required by companies prior to a shareholder meeting.
  • The form provides preliminary information in anticipation of a Schedule 14C filing.
  • This information is required by the SEC and section 14(c) of the Securities and Exchange Act of 1934.

Understanding SEC Form PRE 14C

SEC Form PRE 14C provides security holders, who are entitled to vote on issues for which the company is not soliciting proxies, with the information required by Schedule 14A. The form also provides information about the interest of certain persons in favor or in opposition to matters to be acted upon and proposals by security holders. The form is required to state that proxies are not solicited.

SEC Form PRE 14C is required under Section 14(c) of the Securities Exchange Act of 1934. This form must be filed with the SEC 10 days before definitive information statements are distributed to shareholders and helps the SEC protect shareholders' rights by ensuring that they receive key information, clearly presented.

Solicitations, whether by management or shareholder groups, must disclose all important facts concerning the issues on which shareholders are asked to vote. The disclosure information filed with the SEC and ultimately provided to the shareholders is enumerated in SEC Schedules 14A.

Proxy Considerations

Where a shareholder vote is not being solicited, such as when a company has obtained shareholder approval through written consent in lieu of a meeting, a company may satisfy its Section 14 requirements by filing an information statement with the SEC and then mailing these statements to its shareholders. In this case, the disclosure information filed with the SEC and mailed to shareholders is enumerated in SEC Schedule 14C.

As with the proxy solicitation materials filed in Schedule 14A, a Schedule 14C Information Statement must be filed in advance of final mailing to the shareholder and is reviewed by the SEC to ensure that all important facts are disclosed. However, Schedule 14C does not solicit or request shareholder approval (or any other action, for that matter), but rather informs shareholders of an approval already obtained and corporate actions which are imminent.

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  1. Securities and Exchange Commission. "Proxy Rules and Schedules 14A/14C." Accessed Feb. 15, 2021.

  2. Electronic Code of Federal Regulations. "Title 17: Commodity and Securities Exchanges, General Rules and Regulations, Securities and Exchange Act of 1934, §240.14c-5 Filing Requirements," Accessed Feb. 15, 2021.

  3. Securities and Exchange Commission. "Securities and Exchange Act of 1934," Pages 148-160. Accessed Feb. 15, 2021.

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