SEC Filings/Core forms
Schedule 14C Information Statements: PRE 14C and DEF 14C
What a Schedule 14C information statement is, when a company files one instead of a proxy, the PRE 14C to DEF 14C steps and the 20-day wait under Rule 14c-2.
The short version
A Schedule 14C information statement is the document a company sends to its shareholders when a matter is being decided but the company is not asking anyone for a proxy. The most common reason is that holders with enough voting power have already approved the action by written consent, so there is nothing left for the other holders to vote on. The information statement tells them what was approved and when it can take effect.
On EDGAR the form appears as PRE 14C (preliminary) and DEF 14C (definitive). For small caps with a controlling holder, a DEF 14C can be the first SEC document where a reverse split or an increase in authorized shares first appears.
The rules are in Regulation 14C under the Securities Exchange Act of 1934, including Rule 14c-2 on delivery. The required contents are in Schedule 14C (17 CFR 240.14c-101).
14C versus 14A: proxy or no proxy
| Schedule 14A proxy statement | Schedule 14C information statement | |
|---|---|---|
| When it is used | The company solicits proxies for a vote | The company does not solicit proxies |
| Typical setting | A shareholder meeting with a contested or open vote | Holders with enough votes have acted by written consent |
| Form types | PRE 14A, DEF 14A | PRE 14C, DEF 14C |
| Front-page statement | A proxy card is included | "We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy" |
Rule 14c-2(a)(1) requires the information statement whenever the company holds a meeting or takes corporate action by written consent and does not solicit proxies from the holders entitled to vote. Item 2 of Schedule 14C requires the "not asking you for a proxy" statement in bold-face type on the first page. Item 1 of Schedule 14C pulls in most of the disclosure a proxy would carry for the same matter, so a 14C describing a charter amendment explains the amendment in the same detail a 14A would.
Rule 14c-2 applies to holders of a class of securities registered under Section 12 of the Exchange Act. A company whose securities are not registered under Section 12, for example one that reports only under Section 15(d), is outside it.
Where written consent comes from
Written consent is a state-law power, not an SEC one. In Delaware, DGCL Section 228 lets holders act without a meeting if the consents are signed by holders with at least the votes that would be needed if every share entitled to vote were present and voted, unless the certificate of incorporation says otherwise. Holders who did not consent must get prompt notice under Section 228(e). In Nevada, NRS 78.320(2) allows the same with holders of at least a majority of the voting power, unless the articles or bylaws provide otherwise.
So a single holder, or a small group, with a majority of the votes can approve a charter amendment on paper, and the 14C is how everyone else is told.
The PRE 14C to DEF 14C sequence
- Board approval. The board adopts the action, for example a charter amendment for a 1-for-20 reverse split.
- Written consent. Holders with enough voting power sign consents approving it.
- PRE 14C. Under Rule 14c-5(a), the preliminary information statement is filed with the SEC at least 10 calendar days before the definitive version is first sent to holders. The filing date counts as day one, and the 11th day is the first day the definitive copy may be sent. A preliminary filing is not required when the only matters are routine ones such as electing directors or ratifying the auditor. A charter amendment for a reverse split is not on that list.
- DEF 14C. Under Rule 14c-5(b) the definitive statement is filed no later than the date it is first sent to holders, and copies also go to each exchange where the company has a listed class.
- The 20-day wait. Under Rule 14c-2(b), when the action is taken by consent, the information statement must be sent "at least 20 calendar days prior to the earliest date on which the corporate action may be taken."
- The action takes effect. For a reverse split this usually means filing the charter amendment with the state, then an 8-K and exchange notices announcing the effective date.
A worked timeline
Hypothetical Company X, a Nevada company with a 58% holder, wants a reverse split.
| Day | Event |
|---|---|
| Day 1 (Mar 2) | Board approves the amendment; the 58% holder signs a written consent; PRE 14C filed |
| Day 11 (Mar 12) | Earliest day the definitive statement may be sent |
| Mar 12 | DEF 14C filed and mailed |
| Mar 12 + 20 days = Apr 1 | Earliest day the amendment may take effect |
| Apr 1 or later | Charter amendment filed; 8-K and exchange notice give the market effective date |
All dates are hypothetical. The two waits stack: 10 days from the PRE 14C to mailing, then 20 days from mailing to effectiveness, so about 30 days at the earliest, longer if the SEC comments on the preliminary filing.
How a 14C shows up for reverse splits
For a reverse split approved by written consent, the DEF 14C is the document that states the approved ratio, or the range of ratios the board may choose from, how fractional shares will be handled, and whether authorized shares change in proportion. Those are the same facts a proxy would carry.
Three things to read in it:
- The ratio or range. Many consents approve a range, leaving the board to pick the final ratio later.
- Authorized shares. If authorized shares stay the same while outstanding shares fall, the room to issue new shares widens.
- Timing language. Phrases such as "no earlier than 20 calendar days after the mailing" tie the effective date to Rule 14c-2(b). Exchange notice rules, such as Nasdaq's ten-calendar-day notice under Rule 5250(e)(7), can add their own lead time.
On the Signal8 Reverse Splits page, a split approved this way carries the Written consent approval badge, and the DEF 14C is listed among its source documents.
How to check a company on Signal8
- The live SEC filings feed shows PRE 14C and DEF 14C filings as they arrive.
- A company's filings tab lists its past information statements and proxies.
- The alerts page can notify you when a company on your watchlist files.
For the meeting-and-vote route, see proxy statements: PRE 14A vs DEF 14A. For the split itself, see Reverse Stock Split Explained.
FAQ
What is the difference between a DEF 14A and a DEF 14C?
A DEF 14A is a definitive proxy statement: the company is soliciting proxies for a vote at a meeting. A DEF 14C is a definitive information statement: the company is not soliciting proxies, usually because holders with enough votes have already approved the action by written consent. A DEF 14C must state on its first page, in bold, that the company is not asking for a proxy.
How long after a DEF 14C can a reverse split take effect?
Under Rule 14c-2(b), when the action is taken by written consent, the information statement must be sent at least 20 calendar days before the earliest date the action may be taken. So a reverse split approved by consent cannot take effect until at least 20 calendar days after the DEF 14C is sent to holders. Exchange notice rules can add more time.
Does a PRE 14C mean the action has already been approved?
It may be. The consents are sometimes signed before the PRE 14C is filed, and the preliminary statement says whether they were. The action itself cannot take effect until the definitive statement has been sent and the 20-day period has run. The PRE 14C must be filed at least 10 calendar days before the definitive statement is first sent.
Can shareholders vote against an action described in a 14C?
When the action was approved by written consent, there is no meeting and no vote for the remaining holders to cast. The information statement informs them rather than asking for their vote. Depending on the action and state law, dissenters' rights may apply. Schedule 14C pulls in the proxy item on dissenters' rights of appraisal, so the information statement outlines any that exist.
Terms in this guide
- Reverse stock split
- A reverse stock split is a corporate action combining existing shares into fewer shares, cutting the share count and raising the per-share price by the same ratio; ownership percentages stay the same.
- Authorized shares
- Authorized shares are the maximum number of shares a company's charter allows it to issue, a cap that shares outstanding plus shares reserved for warrants, convertibles and plans cannot exceed.
- Form 8-K
- A Form 8-K is the SEC current report a public company files, generally within four business days, to disclose material events such as agreements, offerings, executive changes and listing notices.
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