DEFINITION of SEC Form DEFR14C

SEC Form DEFR14C is a revision to form DEFA14C, a filing with the Securities and Exchange Commission (SEC) that discloses important information but is not connected to the solicitation of proxy votes. The information contained in a DEFA14C (or DEFR14C) form can cover a multitude of items related to corporate actions that must be disclosed to shareholders. However, these matters typically do not reach a level of significance that would necessitate a shareholder vote for approval.

BREAKING DOWN SEC Form DEFR14C

Section 14C-2 of the Securities Exchange Act of 1934 deals with "definitive information statements" not related to a proxy solicitation. The "DEF" prefix refers to definitive information, and the "R" refers to "revision." Any revision to information contained in a DEFA14C would require a DEFR14C amendment.

Common in a DEFA14C or DEFR14C filing is the following statement (or something similar) in bold type and/or capital letters: "We are not asking you for a proxy and you are not requested to send us a proxy." A company will want to make clear that a corporate action has already been executed and the filing is to satisfy the SEC Section 14C requirement.

Example

On May 19, 2017, Eye On Media Network, Inc. filed a DEFR14C to inform shareholders that the Board of Directors approved an amendment to the Articles of Incorporation to change its corporate name to Ethos Media Network, Inc. Because management of the firm, who holds a majority voting interest, already approved this action by written consent, a shareholder meeting to vote on the name change was not necessary. "No action is required by you. The accompanying information statement is furnished only to inform our shareholder of the action described above," read the DEFR14C.