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Proxy season is when the company asks shareholders to vote, or informs them of actions taken by written consent, using the proxy statement family of filings. The definitive proxy is DEF 14A. A preliminary proxy is PRE 14A. Information statements for consents often use Schedule 14C.
TakePublic tracks the Part III / DEF 14A calendar cue at 120 calendar days after fiscal year end when companies incorporate Part III information from the proxy. Meeting date, mailing, and state-law notice periods still come from the company's own calendar and counsel. This page is not legal advice.
| Filing | Role, in plain terms |
|---|---|
| DEF 14A | Definitive proxy statement used to solicit votes for the annual (or special) meeting |
| PRE 14A | Preliminary proxy filed with the SEC before the definitive set when a preliminary filing is required |
| Schedule 14C | Information statement used when shareholders act by written consent (or related information-statement paths) instead of a solicited meeting vote |
Which form applies, and whether a preliminary filing is required, is a counsel decision.
In general terms, a preliminary proxy is required when the solicitation covers certain non-routine matters beyond uncontested director elections, auditor ratification, and similar ordinary annual-meeting items.
The board (or the appropriate committee) authorizes the definitive proxy materials before they go to shareholders.
TakePublic's rules engine dates the DEF 14A / Part III proxy obligation at 120 calendar days after fiscal year end, rolled forward off weekends and SEC holidays. That cue keeps Part III incorporation and proxy drafting on a federal clock.
| Obligation | Deadline in TakePublic's rules engine |
|---|---|
| DEF 14A / Part III proxy cue | 120 calendar days after fiscal year end |
Weekend and SEC holiday due dates roll to the next business day. All deadlines ET. Annual meeting and mailing dates follow the company's bylaws, exchange rules, and counsel's timeline.
The meeting date is not a single SEC-wide day. Bylaws, state corporate law notice periods, exchange rules, broker search (NOBO/OBO) logistics, and printer schedules set the real critical path. Teams usually work backward from the meeting date to mailing, then to definitive filing, then to preliminary filing when required.
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.
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.
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.
TakePublic tracks a DEF 14A / Part III cue at 120 calendar days after fiscal year end, rolled for weekends and SEC holidays, ET. Meeting and mailing dates still follow the company's own calendar.
The board acts under the company's bylaws and state law. In TakePublic, a director must record that approval against the current document hash before a DEF 14A can leave signed off. This gate is unconditional, so invite a director before the deadline. Counsel sign-off is still required before filing.
The primary sources behind this page, on the SEC's own site.
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