What is a Schedule 14C filing? Info statement
A Schedule 14C filing is an information statement a public company files with the US Securities and Exchange Commission (SEC) and sends to its shareholders to tell them about a corporate action that majority holders have already approved. Unlike a proxy statement, a Schedule 14C filing asks for nothing: the votes are already in hand through written consent, so the document exists to inform, not to solicit. This guide explains when it is used and how it differs from a proxy statement. It is not investment advice.
Definition
A Schedule 14C filing
is an SEC information statement a company sends when a majority of shareholders has already approved a corporate action by written consent, in lieu of a meeting. It informs shareholders of the action under Section 14(c) of the Securities Exchange Act, and solicits no vote. Source: SEC.
When is a Schedule 14C filed?
A company files a Schedule 14C when holders of a majority of the voting power approve an action by written consent in lieu of a shareholder meeting. Because the outcome is already decided, there is nothing to vote on, so the company satisfies its obligations under Section 14(c) of the Exchange Act by informing the remaining shareholders. Common actions handled this way include corporate name changes, reverse stock splits, mergers, and the election of directors.
How is a Schedule 14C different from a proxy statement?
The split is solicitation versus information. A proxy statement on Schedule 14A is used when the company solicits votes for a meeting, so it walks shareholders through what to vote on and how. A Schedule 14C is used when the company solicits nothing, so it is generally shorter and drops the mechanics of voting. For the two side by side, see Schedule 14A vs 14C.
Section 14(c)
The Exchange Act provision behind the information statement
Source: SEC
Why a Schedule 14C matters to a filings reader
A Schedule 14C is often the first formal notice of a done deal. Because it appears after majority consent, it signals an action that is going to happen rather than one still up for a vote. Read alongside a company's 8-K current reports, it helps place when control decisions were actually made. It is filed as PRE 14C (preliminary) and DEF 14C (definitive) on EDGAR.
Where to read a Schedule 14C
Every Schedule 14C is filed on the SEC's EDGAR system, free to read, and you can search EDGAR by the company name. The definitive DEF 14C is the version mailed to shareholders.
Flock reads disclosure filings and keeps each one dated and linked back to its source, so you can move from a summary to the original Schedule 14C in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Schedule 14C used for?
A Schedule 14C is an information statement a company files with the SEC to tell shareholders about a corporate action that a majority has already approved by written consent, so no vote is being solicited. It informs rather than asks. Source: SEC.
How is a Schedule 14C different from a proxy statement?
A Schedule 14A proxy statement solicits shareholder votes for a meeting. A Schedule 14C does not solicit anything, because the action has already been approved by written consent of majority shareholders in lieu of a meeting. Source: SEC.
When is a Schedule 14C filed?
It is filed when a corporate action is approved by written consent of holders of a majority of the voting power, in lieu of a shareholder meeting, under Section 14(c) of the Securities Exchange Act. Common actions include name changes, reverse splits, and mergers. Source: SEC.
Where can I read a Schedule 14C filing?
Every Schedule 14C is filed on the SEC's EDGAR system and is free to read. The preliminary version is filed as PRE 14C and the definitive one as 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.