A company may need shareholder approval for an important decision, but not every SEC filing follows the same process. DEF 14A and DEF 14C serve different purposes depending on how shareholders participate in that process.
A DEF 14A filing (Proxy Statement) is used when a company asks shareholders to vote on corporate matters or authorize someone to vote on their behalf. A DEF 14C filing (Information Statement) is used when the company provides shareholders with information about an action without asking for proxy votes.
In many DEF 14C cases, shareholders with sufficient voting power have already approved the action through written consent. The company then provides information about the action to other shareholders.
This article breaks down the difference between DEF 14A and DEF 14C, when each filing is used, and what investors should know when reviewing these SEC filings.
What is a DEF 14A Filing?
A DEF 14A filing is a definitive proxy statement a company submits to the U.S. Securities and Exchange Commission (SEC) when it wants shareholder votes or proxy authorization for corporate matters.
Public companies usually file this document before an annual meeting or special shareholder meeting. Since many shareholders cannot attend in person, they can authorize a proxy holder to vote their shares on their behalf.
DEF 14A is filed under Schedule 14A and is governed by the SEC’s proxy solicitation rules under Regulation 14A.
A DEF 14A filing typically includes:
- - Matters requiring shareholder approval
- - Executive compensation details
- - Board and committee information
- - Corporate governance disclosures
- - Beneficial ownership information
- - Voting instructions and proxy card
For example, if a company wants shareholders to approve a merger, elect directors, approve an executive compensation plan, or vote on a shareholder proposal, it will generally use a DEF 14A filing.
What is a DEF 14C Filing?
A DEF 14C filing is a definitive information statement. It is used when a company provides shareholders with required information about corporate actions without soliciting proxy votes.
This is often used when shareholders holding sufficient voting power have already approved an action through written consent. Instead of conducting a shareholder meeting and collecting votes, the company provides notice to other shareholders about the approved action.
DEF 14C is filed under Schedule 14C and follows the SEC’s information statement requirements under Regulation 14C.
A DEF 14C may be used for actions such as:
- - Amendments to corporate documents
- - Changes to corporate structure
- - Board changes approved through written consent
- - Reverse stock splits or similar corporate actions
- - Other shareholder-approved actions
The purpose of a DEF 14C is transparency. It allows shareholders, especially minority shareholders, to understand what action was taken, who approved it, and why the company made the change.
Differences Between DEF 14A and DEF 14C
The key distinction between these filings is how shareholder participation happens. DEF 14A involves shareholder voting, while DEF 14C provides information when proxy voting is not taking place.
| Difference |
DEF 14A Proxy Statement |
DEF 14C Information Statement |
| Main Purpose |
Requests shareholder votes or proxy authorization |
Provides information about corporate actions without proxy solicitation |
| Shareholder Involvement |
Shareholders vote or provide proxy instructions |
No shareholder vote is requested |
| Timing |
Usually before a shareholder meeting or vote |
Usually after written consent approval and before the action becomes effective |
| Voting Requirement |
Shareholder approval is being requested |
Approval has already been obtained or voting is not required |
| SEC Filing |
Schedule 14A / Regulation 14A |
Schedule 14C / Regulation 14C |
| Common Uses |
Director elections, mergers, and compensation votes |
Written consent actions, corporate amendments, and restructuring |
| Proxy Card |
Included |
Generally not included |
When Do Companies File a DEF 14A Proxy Statement?
Companies file a DEF 14A when they need shareholder approval or want shareholders to vote on a proposal.
Common situations include:
Annual Shareholder Meetings
Most public companies hold annual meetings where shareholders vote on important matters.
A DEF 14A may cover:
- - Appointment of auditors
- - Executive compensation approval
Mergers and Major Corporate Transactions
Some major transactions require shareholder approval before they can move forward.
A company uses a DEF 14A to explain:
- - Details of the transaction
- - Reasons behind the proposal
- - Potential benefits and risks
Shareholders then decide whether to approve the proposal.
Executive Compensation Votes
Public companies disclose executive compensation information through proxy statements. This may include:
Shareholders may vote on executive compensation matters, commonly known as “Say on Pay” votes.
When Do Companies File a DEF 14C Information Statement?
Companies use DEF 14C when shareholder action does not involve proxy solicitation. A common situation is when shareholders holding sufficient voting power approve an action through written consent.
Instead of asking all shareholders to vote, the company provides information about the action to other shareholders.
The information statement usually explains:
- - What action was approved
- - Why the action was taken
- - When it will become effective
Written Consent vs Proxy Voting: How They Differ
The main difference between DEF 14A and DEF 14C comes down to how shareholder approval happens.
Proxy Voting (DEF 14A)
In a proxy voting process:
- 1. The company proposes a corporate action.
- 2. Shareholders receive voting materials.
- 3. Shareholders vote or authorize a proxy.
- 4. The company proceeds based on the voting results.
Written Consent (DEF 14C)
In a written consent process:
- 1. Shareholders holding sufficient voting power approve the action.
- 2. A shareholder meeting may not be required.
- 3. The company provides information to other shareholders through a DEF 14C filing.
Written consent can make certain corporate actions faster because the company does not need to collect votes from every shareholder.
Why Are DEF 14A and DEF 14C Important for Investors?
Both filings provide important information about company decisions, ownership structure, and corporate governance.
When reviewing a DEF 14A, investors often look at:
- - Board quality and independence
When reviewing a DEF 14C, investors often focus on:
- - Actions approved by controlling shareholders
- - Corporate restructuring decisions
- - Changes affecting minority shareholders
A DEF 14C filing is not automatically positive or negative. Investors need to review the details of the action and understand how it may affect shareholders.
DEF 14A and DEF 14C Filing Process
Both filings are submitted through the SEC's EDGAR system, where investors can access public company SEC filings and review shareholder-related disclosures.
DEF 14A Process
The general process includes:
- - Company prepares proxy materials
- - Files documents with the SEC
- - Sends proxy materials to shareholders
- - Shareholders vote or provide proxy instructions
- - Company announces voting results
DEF 14C Process
The general process includes:
- - Shareholders approve an action through written consent or another permitted method
- - Company prepares the information statement
- - Files the statement with the SEC
- - Sends notice to shareholders
- - Action becomes effective after required conditions are met
Bottom Line
The easiest way to understand the difference between DEF 14A and DEF 14C is to ask one question: Are shareholders being asked to vote?
If the company needs shareholder votes or proxy authorization, it generally uses a DEF 14A Proxy Statement.
If the company is not asking for proxy votes and the action has already been approved through written consent or does not require a shareholder vote, it uses a DEF 14C Information Statement.
Understanding this difference helps investors, analysts, and business professionals compare these SEC filings and better understand how companies make important decisions.
Our API for corporate filings allows you to efficiently access a wide range of global corporate data. Leverage the Proxy Statements API to get standardized data and detailed document insights from markets worldwide. Want to get started? Check the pricing or contact us for more information.
Frequently Asked Questions
Is a DEF 14A the same as a proxy statement?
Yes. A DEF 14A is the definitive proxy statement filed with the SEC when a company solicits shareholder votes or proxy authorization.
Does a DEF 14C require shareholders to vote?
No. A DEF 14C generally does not request shareholder votes. It provides information about corporate actions when proxy solicitation is not taking place.
Why would a company use DEF 14C instead of DEF 14A?
A company may use DEF 14C when shareholders with sufficient voting power have already approved an action through written consent or when a shareholder vote is not required.
Are DEF 14A and DEF 14C public documents?
Yes. Both are SEC filings available to the public through the SEC EDGAR database.
What is the main difference between DEF 14A and DEF 14C?
The main difference is shareholder involvement. DEF 14A is used to request shareholder votes or proxy authorization, while DEF 14C is used to provide information when proxy voting is not being solicited.
Does a DEF 14C require a shareholder meeting?
No. A DEF 14C usually does not require a shareholder meeting. It is often used when shareholders approve an action through written consent instead of holding a meeting.
Where can investors find DEF 14A and DEF 14C filings?
Investors can find DEF 14A and DEF 14C filings through the SEC’s EDGAR database. It provides public access to company filings.
A company may need shareholder approval for an important decision, but not every SEC filing follows the same process. DEF 14A and DEF 14C serve different purposes depending on how shareholders participate in that process.
A DEF 14A filing (Proxy Statement) is used when a company asks shareholders to vote on corporate matters or authorize someone to vote on their behalf. A DEF 14C filing (Information Statement) is used when the company provides shareholders with information about an action without asking for proxy votes.
In many DEF 14C cases, shareholders with sufficient voting power have already approved the action through written consent. The company then provides information about the action to other shareholders.
This article breaks down the difference between DEF 14A and DEF 14C, when each filing is used, and what investors should know when reviewing these SEC filings.
What is a DEF 14A Filing?
A DEF 14A filing is a definitive proxy statement a company submits to the U.S. Securities and Exchange Commission (SEC) when it wants shareholder votes or proxy authorization for corporate matters.
Public companies usually file this document before an annual meeting or special shareholder meeting. Since many shareholders cannot attend in person, they can authorize a proxy holder to vote their shares on their behalf.
DEF 14A is filed under Schedule 14A and is governed by the SEC’s proxy solicitation rules under Regulation 14A.
A DEF 14A filing typically includes:
- - Matters requiring shareholder approval
- - Executive compensation details
- - Board and committee information
- - Corporate governance disclosures
- - Beneficial ownership information
- - Voting instructions and proxy card
For example, if a company wants shareholders to approve a merger, elect directors, approve an executive compensation plan, or vote on a shareholder proposal, it will generally use a DEF 14A filing.
What is a DEF 14C Filing?
A DEF 14C filing is a definitive information statement. It is used when a company provides shareholders with required information about corporate actions without soliciting proxy votes.
This is often used when shareholders holding sufficient voting power have already approved an action through written consent. Instead of conducting a shareholder meeting and collecting votes, the company provides notice to other shareholders about the approved action.
DEF 14C is filed under Schedule 14C and follows the SEC’s information statement requirements under Regulation 14C.
A DEF 14C may be used for actions such as:
- - Amendments to corporate documents
- - Changes to corporate structure
- - Board changes approved through written consent
- - Reverse stock splits or similar corporate actions
- - Other shareholder-approved actions
The purpose of a DEF 14C is transparency. It allows shareholders, especially minority shareholders, to understand what action was taken, who approved it, and why the company made the change.
Differences Between DEF 14A and DEF 14C
The key distinction between these filings is how shareholder participation happens. DEF 14A involves shareholder voting, while DEF 14C provides information when proxy voting is not taking place.
| Difference |
DEF 14A Proxy Statement |
DEF 14C Information Statement |
| Main Purpose |
Requests shareholder votes or proxy authorization |
Provides information about corporate actions without proxy solicitation |
| Shareholder Involvement |
Shareholders vote or provide proxy instructions |
No shareholder vote is requested |
| Timing |
Usually before a shareholder meeting or vote |
Usually after written consent approval and before the action becomes effective |
| Voting Requirement |
Shareholder approval is being requested |
Approval has already been obtained or voting is not required |
| SEC Filing |
Schedule 14A / Regulation 14A |
Schedule 14C / Regulation 14C |
| Common Uses |
Director elections, mergers, and compensation votes |
Written consent actions, corporate amendments, and restructuring |
| Proxy Card |
Included |
Generally not included |
When Do Companies File a DEF 14A Proxy Statement?
Companies file a DEF 14A when they need shareholder approval or want shareholders to vote on a proposal.
Common situations include:
Annual Shareholder Meetings
Most public companies hold annual meetings where shareholders vote on important matters.
A DEF 14A may cover:
- - Appointment of auditors
- - Executive compensation approval
Mergers and Major Corporate Transactions
Some major transactions require shareholder approval before they can move forward.
A company uses a DEF 14A to explain:
- - Details of the transaction
- - Reasons behind the proposal
- - Potential benefits and risks
Shareholders then decide whether to approve the proposal.
Executive Compensation Votes
Public companies disclose executive compensation information through proxy statements. This may include:
Shareholders may vote on executive compensation matters, commonly known as “Say on Pay” votes.
When Do Companies File a DEF 14C Information Statement?
Companies use DEF 14C when shareholder action does not involve proxy solicitation. A common situation is when shareholders holding sufficient voting power approve an action through written consent.
Instead of asking all shareholders to vote, the company provides information about the action to other shareholders.
The information statement usually explains:
- - What action was approved
- - Why the action was taken
- - When it will become effective
Written Consent vs Proxy Voting: How They Differ
The main difference between DEF 14A and DEF 14C comes down to how shareholder approval happens.
Proxy Voting (DEF 14A)
In a proxy voting process:
- 1. The company proposes a corporate action.
- 2. Shareholders receive voting materials.
- 3. Shareholders vote or authorize a proxy.
- 4. The company proceeds based on the voting results.
Written Consent (DEF 14C)
In a written consent process:
- 1. Shareholders holding sufficient voting power approve the action.
- 2. A shareholder meeting may not be required.
- 3. The company provides information to other shareholders through a DEF 14C filing.
Written consent can make certain corporate actions faster because the company does not need to collect votes from every shareholder.
Why Are DEF 14A and DEF 14C Important for Investors?
Both filings provide important information about company decisions, ownership structure, and corporate governance.
When reviewing a DEF 14A, investors often look at:
- - Board quality and independence
When reviewing a DEF 14C, investors often focus on:
- - Actions approved by controlling shareholders
- - Corporate restructuring decisions
- - Changes affecting minority shareholders
A DEF 14C filing is not automatically positive or negative. Investors need to review the details of the action and understand how it may affect shareholders.
DEF 14A and DEF 14C Filing Process
Both filings are submitted through the SEC's EDGAR system, where investors can access public company SEC filings and review shareholder-related disclosures.
DEF 14A Process
The general process includes:
- - Company prepares proxy materials
- - Files documents with the SEC
- - Sends proxy materials to shareholders
- - Shareholders vote or provide proxy instructions
- - Company announces voting results
DEF 14C Process
The general process includes:
- - Shareholders approve an action through written consent or another permitted method
- - Company prepares the information statement
- - Files the statement with the SEC
- - Sends notice to shareholders
- - Action becomes effective after required conditions are met
Bottom Line
The easiest way to understand the difference between DEF 14A and DEF 14C is to ask one question: Are shareholders being asked to vote?
If the company needs shareholder votes or proxy authorization, it generally uses a DEF 14A Proxy Statement.
If the company is not asking for proxy votes and the action has already been approved through written consent or does not require a shareholder vote, it uses a DEF 14C Information Statement.
Understanding this difference helps investors, analysts, and business professionals compare these SEC filings and better understand how companies make important decisions.
Our API for corporate filings allows you to efficiently access a wide range of global corporate data. Leverage the Proxy Statements API to get standardized data and detailed document insights from markets worldwide. Want to get started? Check the pricing or contact us for more information.
Frequently Asked Questions
Is a DEF 14A the same as a proxy statement?
Yes. A DEF 14A is the definitive proxy statement filed with the SEC when a company solicits shareholder votes or proxy authorization.
Does a DEF 14C require shareholders to vote?
No. A DEF 14C generally does not request shareholder votes. It provides information about corporate actions when proxy solicitation is not taking place.
Why would a company use DEF 14C instead of DEF 14A?
A company may use DEF 14C when shareholders with sufficient voting power have already approved an action through written consent or when a shareholder vote is not required.
Are DEF 14A and DEF 14C public documents?
Yes. Both are SEC filings available to the public through the SEC EDGAR database.
What is the main difference between DEF 14A and DEF 14C?
The main difference is shareholder involvement. DEF 14A is used to request shareholder votes or proxy authorization, while DEF 14C is used to provide information when proxy voting is not being solicited.
Does a DEF 14C require a shareholder meeting?
No. A DEF 14C usually does not require a shareholder meeting. It is often used when shareholders approve an action through written consent instead of holding a meeting.
Where can investors find DEF 14A and DEF 14C filings?
Investors can find DEF 14A and DEF 14C filings through the SEC’s EDGAR database. It provides public access to company filings.
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