Schedule 14A vs 14C: proxy vs info statement
On Schedule 14A vs 14C, both are filings a public company makes with the US Securities and Exchange Commission (SEC) to give shareholders information about a corporate action, but only one asks for a vote. A Schedule 14A proxy statement solicits shareholder votes for a meeting. A Schedule 14C information statement solicits nothing, because a majority has already approved the action by written consent. This guide compares Schedule 14A vs 14C. It is not investment advice.
Definition
Schedule 14A versus 14C
are both SEC filings that inform shareholders of a corporate action. A 14A proxy statement solicits votes for a meeting. A 14C information statement solicits nothing, because a majority has already approved the action by written consent in lieu of a meeting. Source: SEC.
When is each used?
The trigger is whether the company needs to gather votes. If the outcome is not yet decided and the company is asking shareholders to vote at a meeting, it files a Schedule 14A proxy statement. If holders of a majority of the voting power have already approved the action by written consent in lieu of a meeting, there is nothing to solicit, so the company files a Schedule 14C information statement to tell the remaining shareholders what was done.
How do they differ?
The split is solicitation versus information, and it changes what each document contains.
| What to check | Schedule 14A | Schedule 14C |
|---|---|---|
| Purpose | Solicit shareholder votes | Inform, no solicitation |
| Vote still open | Yes | No (majority already consented) |
| Voting mechanics included | Yes | No |
| Typical length | Longer | Shorter |
| EDGAR forms | PRE 14A, DEF 14A | PRE 14C, DEF 14C |
Solicit vs inform
A 14A asks shareholders to vote; a 14C informs them after majority consent
Source: SEC
Which one should you read?
Read whichever matches the situation. If a company is putting a matter to a shareholder vote, the proxy statement on Schedule 14A lays out the questions and how to vote. If a company reports an action already approved by written consent, the Schedule 14C is the notice. Read either next to the company's 8-K current reports to place when the decision was actually made.
Both schedules sit on the SEC's EDGAR system, free to read. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between Schedule 14A and 14C?
Both are SEC filings that give shareholders information about a corporate action. A Schedule 14A proxy statement solicits shareholder votes for a meeting. A Schedule 14C information statement solicits nothing, because a majority has already approved the action by written consent. Source: SEC.
When is a 14C used instead of a 14A?
A company uses a Schedule 14C when holders of a majority of the voting power approve an action by written consent in lieu of a meeting, so there is no vote to solicit. If the company is asking shareholders to vote, it uses a Schedule 14A instead. Source: SEC.
Which is longer, a 14A or a 14C?
A Schedule 14C is generally shorter than a Schedule 14A proxy statement, because it does not include the material explaining how a shareholder should vote or approve a matter. It informs rather than solicits. Source: SEC.
Are both filed on EDGAR?
Yes. Both are filed on the SEC's EDGAR system and are free to read. Proxy statements appear as PRE 14A and DEF 14A; information statements appear as PRE 14C and DEF 14C. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.