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Proxy season basics
DEF 14A is the definitive proxy, PRE 14A the preliminary, Schedule 14C the written-consent path.
- DEF 14A
- Definitive proxy statement
- PRE 14A
- Preliminary proxy, when required
- Schedule 14C
- Information statement for written consents
- Calendar cue
- Part III DEF 14A: 120 days after FYE, ET
- Meeting date
- Set by bylaws and counsel
The critical path, worked backward
- 01Set the meeting date
- 02Schedule the mailing
- 03File the DEF 14A
- 04PRE 14A earlier, if required
- Work backwardMaterials must reach shareholders ahead of the meeting, the DEF 14A lands before mailing after board authorization, and a PRE 14A with SEC staff review comes earlier still when required.
The calendar cue
TakePublic dates the DEF 14A Part III obligation at 120 calendar days after fiscal year end and marks it satisfied from EDGAR. Meeting and mailing dates follow the company's own calendar. All deadlines ET.
When a preliminary filing is required
- In general termsWhen the solicitation covers non-routine matters beyond uncontested director elections, auditor ratification and similar ordinary annual-meeting items.
- Common triggersContested solicitations, mergers and other special meetings commonly need a preliminary filing and SEC staff time before the definitive materials go out.
- Counsel decidesWhether your agenda triggers PRE 14A is fact-specific; confirm early enough that staff review does not crowd the mailing and meeting dates.
Board authorization
The board, or the appropriate committee, authorizes the definitive materials under the company's bylaws and state law before the DEF 14A is filed and mailed; securities counsel reviews them. TakePublic is not a law firm.
Frequently asked questions
What is the difference between DEF 14A and PRE 14A?
PRE 14A is the preliminary proxy filed with the SEC when a preliminary filing is required; DEF 14A is the definitive proxy used for the shareholder solicitation. Confirm whether your agenda needs a preliminary filing with counsel.
When is a preliminary proxy required?
In general, when the solicitation includes non-routine matters beyond ordinary annual-meeting items, or in contested or special-meeting situations. Exact triggers are a counsel call.
What is Schedule 14C?
An information statement path used when shareholders act by written consent, and related information-statement situations, rather than a solicited meeting vote. Confirm form selection with counsel.
When is the DEF 14A due?
TakePublic tracks a DEF 14A Part III cue at 120 calendar days after fiscal year end, rolled for weekends and SEC holidays, ET, and marks it satisfied from EDGAR when the definitive proxy files. Meeting and mailing dates follow the company's own calendar.
Official sources
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Type a ticker, CIK or company name. The scan reads EDGAR and grades the filing record. No account.
TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.