What is SEC Form PRE 14C
SEC Form PRE 14C is a document filing with the Securities and Exchange Commission (SEC) that must be filed by a registrant needing to file a preliminary information statement related to a subject other than a merger, contested solicitation or special meeting. 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.
BREAKING DOWN SEC Form PRE 14C
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.
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.