DEF 14C
Also called definitive information statement, schedule 14C.
A definitive information statement used when a company is not soliciting proxies. CompensationBase uses its SCT when a DEF 14A is missing.
What it is
A DEF 14C is a definitive information statement under Regulation 14C. Companies file it when they are informing shareholders of actions taken (often by written consent of a controlling holder) without soliciting proxies. It can still contain an Item 402 SCT when compensation disclosure is required.
If a usable DEF 14A is missing, CompensationBase looks next at a DEF 14C that contains an SCT. The table is the same Item 402 grid; the wrapping form is different.
Why companies use it
Controlled companies and some special meeting situations do not solicit proxies. They still owe information-statement disclosure, including executive pay when applicable.
It is a legal substitute for a proxy statement in those cases, not a lesser SCT.
Pros
- Prevents a catalog gap when there is no DEF 14A.
- Shareholders still get an SCT even without a vote card.
- EDGAR accession works the same way for provenance.
Cons
- Less familiar to readers who only search for “proxy.”
- No say-on-pay card if no meeting is solicited, even though pay is disclosed.
- Fallback order matters: a later DEF 14A should win over an older 14C.
Examples
Controlled issuer
A dual-class company takes action by written consent of the high-vote class and files a DEF 14C with an SCT. CompensationBase can still populate NEO rows from that filing.
Fallback, not preference
The product prefers DEF 14A. DEF 14C is the next place to look when the proxy is missing or unparsable.
On CompensationBase
If a usable DEF 14A is missing, CompensationBase looks next at a DEF 14C information statement that contains an SCT.
Related terms
- DEF 14A
The definitive proxy statement filed with the SEC before a shareholder meeting. It is CompensationBase’s primary source for the Summary Compensation Table.
- Proxy statement
The shareholder document that contains the CD&A, SCT, and say-on-pay proposals. CompensationBase reads the latest definitive proxy (or information statement), not a live feed of every amendment.
- Form 10-K
The annual report. CompensationBase may use a 10-K SCT when the proxy is missing or unparsable, and it takes company revenue and assets from 10-K Company Facts.