Form DEFC14A Files Dataset

The Form DEFC14A Files dataset is a complete EDGAR archive of definitive contested proxy statements filed on Schedule 14A under Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A. Each record represents one accepted DEFC14A submission — the formal, definitive solicitation document used in a contested shareholder vote — and is materialized as a folder containing a structured metadata.json descriptor plus the as-filed proxy statement and exhibits. Filings come from two opposing populations on the same contests: the registrant (management side) and dissident soliciting persons such as activist hedge funds, shareholder groups, founders, and ad hoc committees. The dataset begins on January 1, 1994, the start of mandatory EDGAR submission for most domestic registrants, and continues through every monthly refresh, distributed as monthly ZIP containers with TXT, JSON, PDF, and HTML payloads.

Dataset APIs

Dataset Files

What This Dataset Contains

A single record in the form-defc14a-files dataset is one complete Form DEFC14A submission accepted by EDGAR — a definitive proxy statement on Schedule 14A filed in connection with a contested solicitation of security-holder votes. Each record is materialized as a folder named with the EDGAR accession number with the dashes removed (an 18-digit numeric string such as 000199937125011925 for accession 0001999371-25-011925). That folder bundles together the entire EDGAR submission package for the filing: a metadata.json descriptor at the root, plus every document the registrant attached to the submission except embedded image files. JPG, GIF, and PNG graphics filed under EDGAR's GRAPHIC type are enumerated in the metadata but are not materialized to disk. The folder is the atomic unit of the dataset; one folder is one filing is one DEFC14A.

DEFC14A is the EDGAR form-type code for a definitive proxy statement on Schedule 14A when the solicitation is contested — that is, when the soliciting party is opposed by another person also soliciting proxies on the same matter. In practice the form-type captures two adjacent populations:

• Management-filed contested proxies, where the registrant's board is being challenged by an outside ("dissident") group soliciting against the board's slate or recommendations; and
• Dissident-filed contested proxies, where the soliciting party is the dissident person or group rather than the issuer.

Common contested matters include opposing director slates, opposed mergers or asset sales, "vote no" campaigns, contested bylaw or charter amendments, and shareholder-proposed governance reforms that have escalated into a public solicitation contest. The disclosure framework follows Schedule 14A under Rule 14a-101 — the same enumerated Items as an ordinary DEF 14A — but the presentation is heavily inflected by the adversarial posture: detailed background-of-the-solicitation narratives, point-by-point rebuttals, "reasons to vote" sections, and the participants-in-the-solicitation disclosures required by Items 4 and 5 of Schedule 14A and Instruction 3 of Item 4(b). The dataset spans the full EDGAR record from January 1994 to the present and is distributed in monthly ZIP containers; payload file types are TXT, JSON, PDF, and HTML.

Content Structure of a Single Record

Container and record layout

Records are distributed inside monthly ZIP containers organized by calendar year. Inside a container, the top-level directory mirrors the year-month, and each filing lives in its own subfolder keyed by the dash-stripped accession number. A filing folder always contains:

• exactly one metadata.json, written in a stable schema; and
• the as-filed documents from the EDGAR submission, each wrapped in the EDGAR SGML <DOCUMENT> envelope — typically one HTML proxy statement plus any separately filed exhibits, with GRAPHIC images omitted.

Filing-document filenames are preserved as supplied by the registrant and commonly follow patterns like <short-issuer-tag>-defc14a_<mmddyy>.htm, <issuer>-px<NN>.htm, or, for dissident-filed contests, <group>-letter.htm, <group>-pxcard.htm, and similar. The file-types present in the dataset are TXT, JSON, PDF, and HTML: JSON is contributed by the metadata layer, HTML is the dominant proxy-statement format for filings since roughly 2002, TXT covers older ASCII filings and any plain-text exhibits, and PDF appears for exhibit attachments such as scanned letters, fairness opinions, or investor presentations.

metadata.json — packaging metadata

The metadata file mirrors EDGAR's submission header and index in a structured JSON schema with stable keys. Empty arrays and empty strings are emitted explicitly rather than omitted, so consumers can rely on the presence of every documented key without defensive existence checks.

Top-level keys:

• formType — fixed at "DEFC14A" for this dataset.
• accessionNo — canonical accession number with dashes (e.g., 0001999371-25-011925); pairs with the dash-stripped folder name as a stable join key.
• filedAt — acceptance timestamp in ISO 8601 with timezone offset.
• description — EDGAR's human-readable form description, typically "Form DEFC14A - Definitive proxy statement, contested solicitations".
• linkToFilingDetails — URL of the primary filing document on www.sec.gov.
• linkToTxt — URL of the complete EDGAR submission .txt SGML wrapper that concatenates every document.
• linkToHtml — URL of EDGAR's filing index page for the accession.
• linkToXbrl — URL of an XBRL instance document if one was filed; an empty string for the typical DEFC14A, since proxy statements are not within the XBRL tagging mandate.
• documentFormatFiles[] — ordered list of every document attached to the submission, one element per document.
• dataFiles[] — XBRL data files; typically empty for proxy filings.
• entities[] — one entry per filer/subject entity associated with the submission.
• seriesAndClassesContractsInformation[] — populated only for investment-company proxies; typically empty for operating-company contests.
• id — a 32-character hexadecimal internal record identifier.

documentFormatFiles[] entries

Each element describes a single document in the submission and carries:

• sequence — the EDGAR submission sequence number as a string ("1", "2", …); the trailing entry that points to the complete .txt wrapper has a blank sequence and type.
• documentUrl — full sec.gov URL to the file.
• description — EDGAR-supplied label such as "DEFINITIVE PROXY STATEMENT", "GRAPHIC", "EXHIBIT", or "Complete submission text file".
• type — EDGAR document-type code, e.g. DEFC14A, GRAPHIC, EX-99, EX-99.1.
• size — byte size of the document, as a string.

The array is ordered by submission sequence and always terminates with the synthetic complete-submission .txt entry.

entities[] entries

Each entry describes one party associated with the filing and carries cik, companyName, type (form type), tickers[], stateOfIncorporation, fiscalYearEnd (as MMDD), and irsNo. Entries representing the subject registrant additionally carry act (e.g., "34" for the Exchange Act), fileNo (e.g., "811-23358" for a registered investment company), and filmNo (the EDGAR film number assigned at acceptance), since those identifiers attach to the registered issuer rather than to the soliciting party.

The role of each entity is encoded into the companyName field by an EDGAR-style suffix:

• (Filed by) — the soliciting filer.
• (Subject) — the company whose securities are the subject of the contest.

For management-filed contested proxies both entries point at the same legal entity (the issuer is filing against a dissident opposing it). For dissident-filed contested proxies the filer is the dissident person or group and the subject is the issuer; the two entries carry different cik values. Downstream classification of a record as management-side versus dissident-side is therefore a comparison of the (Filed by) cik to the (Subject) cik.

Document payload — SGML-wrapped filings

The on-disk documents are not bare HTML or PDF. Each is an EDGAR SGML <DOCUMENT> envelope whose header lines mirror the metadata:

          1
          <DOCUMENT>
        

          2
          <TYPE>DEFC14A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>angel-defc14a_092625.htm
        

          5
          <DESCRIPTION>DEFINITIVE PROXY STATEMENT
        

          6
          <TEXT>
        

          7
          <HTML>
        

          8
            ... actual HTML body of the proxy statement ...
        

          9
          </HTML>
        

          10
          </TEXT>
        

          11
          </DOCUMENT>
        

The unclosed header tags (<TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>) are SGML conventions; the rendered content lives inside the inner <TEXT> block. For modern filings the <TEXT> block holds a full <HTML>...</HTML> document; for pre-2002 filings it holds plain ASCII; for PDF exhibits it holds a uuencoded payload introduced by <PDF> markers. Strict HTML parsers will fail on the SGML prefix; consumers must either skip past the SGML header to the inner <HTML> block or use a lenient parser.

Section-by-section anatomy of the proxy statement

The HTML payload of a DEFC14A is a Schedule 14A document and follows the Rule 14a-101 Item ordering, although headings as printed often use plain-English captions rather than literal Item numbers. The typical content layers, in approximate order, are:

1. Schedule 14A cover page. Facing-page boilerplate with check-the-box indicators showing whether the filing is preliminary or definitive, the filer's role, and the fee-payment posture. For DEFC14A the "Definitive Proxy Statement" box is checked, the contested-solicitation context is implicit in the form type, and the fee table is usually marked "No fee required."
2. Notice of meeting / notice of solicitation. Date, time, and location (or virtual-meeting URL) of the meeting, record date, and a summary of the matters to be voted on.
3. Letter to shareholders. A signed letter from the soliciting party — board chair or lead director for management-side filings, principal of the dissident group for dissident-side filings — framing the contest and urging a vote on the soliciting party's color of proxy card. Contested letters are typically far more rhetorically pointed than in routine DEF 14A filings and almost always reference a specific proxy card color (white, gold, blue, green) used to identify the soliciting party.
4. Questions and answers about the meeting and the solicitation. Voting mechanics, record date, quorum, who can vote, how to vote, how to revoke a proxy, the universal-proxy-card mechanics where applicable, and how to handle multiple proxy cards received from competing solicitors.
5. Background of the solicitation. An extended chronological narrative describing engagement (or breakdown of engagement) between the company and the dissident, settlement discussions, nominating-committee actions, public statements, and prior proxy filings. This section is a hallmark of contested proxy statements and is frequently the longest narrative block in the document.
6. Reasons for the contest / reasons to vote. The soliciting party's substantive arguments. For a dissident this is the case for change (operating performance, governance, capital allocation, strategic direction); for management it is the defense of the incumbent slate and the rebuttal of the dissident thesis. Both sides frequently include charts, peer-group comparisons, and references to research reports.
7. Proposals to be voted on. Typically organized as numbered Proposals (election of directors, ratification of auditors, say-on-pay, charter or bylaw amendments, merger or asset-sale approvals, shareholder proposals). Each proposal carries its own narrative description, the recommendation of the soliciting party, and the required vote standard. In universal-proxy-card contests under Rule 14a-19, the director-election proposal lists nominees from both the management slate and the dissident slate together.
8. Information about director nominees. Biographical summaries, qualifications, ages, principal occupations, other directorships, and committee memberships for each nominee. In dissident filings this section emphasizes the nominees' independence from the issuer and their relationship to the dissident group; in universal-card filings each side may reproduce the opposing slate's biographies, often with a disclaimer that the soliciting party takes no responsibility for that information.
9. Participants in the solicitation. Disclosure required by Item 4(b) of Schedule 14A and Instruction 3 thereto, identifying every "participant" (the soliciting party, its directors, executive officers, nominees, and other persons whose proxies are being solicited), with a schedule of their securities ownership and recent transactions in the issuer's securities (typically a two-year look-back).
10. Security ownership of certain beneficial owners and management. The standard 5% holders / officers-and-directors ownership table required by Item 6 of Schedule 14A and Item 403 of Regulation S-K.
11. Executive compensation and corporate governance disclosures. Included where the meeting agenda includes a director election, in which case Item 7 of Schedule 14A pulls in the same Item 402 Compensation Discussion and Analysis, audit-committee, independence, related-party, and governance disclosures required of a routine annual-meeting proxy. In dissident-filed proxies this section is often abbreviated and incorporates the issuer's own DEF 14A and Form 10-K by reference rather than restating the underlying disclosures.
12. Voting procedures, proxy-card mechanics, and revocation. Detailed instructions for voting by mail, telephone, internet, and in person, including, for post-2022 universal-proxy contests, the specific instructions required by Rule 14a-19 for combined cards.
13. Other matters / appraisal rights / forward-looking statements legend. Closing legal boilerplate, including any cautionary statement under the Private Securities Litigation Reform Act if the document includes forward-looking material, and the statutory description of appraisal rights/dissenters' rights when a merger or asset sale is on the ballot.
14. Annexes and exhibits. Appended to the proxy statement and separated by annex letters or exhibit numbers. Common annexes include the form of proxy card (printed inline), text of any proposed bylaw or charter amendment, supporting analyst reports or presentations referenced in the dissident's case for change, peer-group composition tables for performance comparisons, and reconciliations of non-GAAP measures used in the contest narrative.

Included content

A record contains everything needed to read and analyze the contested proxy materials as filed:

• The complete metadata.json descriptor with header fields, document index, and entity blocks.
• The primary DEFC14A document — the Schedule 14A proxy statement itself — wrapped in its SGML envelope.
• Any separately submitted exhibits filed under sequences 2, 3, … For proxy filings these are most commonly EX-99 press releases, supplemental letters, investor presentations, "fight letters," bylaw exhibits, and PDFs of related documents.

Excluded or separate content

Several categories of submission content are deliberately not materialized to disk inside a record:

• Image files (GRAPHIC document type — JPG, GIF, and PNG referenced from the HTML proxy statement for logos, photos of nominees, charts, and cover-page graphics). Their URLs are preserved in metadata.json → documentFormatFiles[], and a consumer can resolve them on demand from www.sec.gov. The HTML, when rendered offline, will show broken image references unless those images are fetched separately.
• The complete-submission .txt SGML wrapper. It is enumerated in documentFormatFiles[] (with a blank sequence and type) and reachable via linkToTxt, but is not extracted to disk because it duplicates content already present in the individual document files.
• Subsequent or related contest filings. Additional definitive amendments (DEFA14A), revised cards (DEFR14A), preliminary contested filings (PREC14A), additional soliciting material, and Schedule 14N nominations live under different EDGAR form types and accession numbers and are therefore separate records under different datasets — they are not in form-defc14a-files.
• XBRL instance and taxonomy files. Schedule 14A proxy statements are not subject to XBRL tagging, so dataFiles[] is typically empty and linkToXbrl is an empty string.

Evolution of required content over time

The DEFC14A form type has existed throughout the EDGAR era (1994 onward), but the substantive content of the proxy statements inside has evolved as Schedule 14A and adjacent rules have changed:

• Rule 14a-12 (October 1999) — communications before furnishing a proxy statement. Liberalized pre-proxy-statement solicitations expanded the volume of "additional soliciting material" filings (typically DEFA14A/PRRN14A) that surround a contest. The DEFC14A itself becomes the consolidating definitive document referenced by those earlier communications.
• SOX-era governance disclosures (2002–2004). Where a director election is among the contested matters, the proxy must include audit-committee, independence, and related-party disclosures introduced by Sarbanes-Oxley and the listing-standard reforms. Post-2003 contested proxies therefore carry richer governance narratives than pre-SOX filings.
• Say-on-pay and compensation-related disclosures (Dodd-Frank, effective 2011). When the contested meeting is an annual meeting that includes the say-on-pay vote, the DEFC14A incorporates the Item 402 Compensation Discussion and Analysis. Pay-versus-performance disclosure (effective for fiscal years ending on or after December 16, 2022) further expands this section in recent filings.
• Conflict-minerals, mine-safety, and other Dodd-Frank-era disclosures flow through into the proxy when relevant, generally via incorporation by reference to the issuer's most recent Form 10-K rather than verbatim restatement.
• Proxy access bylaws (post-2015). Where a bylaw governs nominations, contested filings often include a section reconciling the contest to the proxy-access bylaw's eligibility tests.
• Universal Proxy Card — Rule 14a-19 (effective for meetings after August 31, 2022). The most consequential structural change for the form. Both the soliciting party and the opposing party must list each other's nominees on a single, "universal" proxy card, must include specific language on the card and in the proxy statement, and the dissident must give advance notice of its nominees by a fixed deadline. Post-2022 DEFC14A filings carry a new structural section explaining the universal-card mechanics, present nominees from both slates in a unified election proposal, and sometimes reproduce the opposing slate's biographies with a non-responsibility disclaimer.
• Pay-versus-performance, clawback, and 10b5-1 plan disclosures (2022–2023). When pulled in via Item 7 of Schedule 14A for annual meetings, these sections add new tables and narrative blocks not present in earlier contested proxies.

Evolution of data format over time

The DEFC14A dataset reflects the historical evolution of EDGAR document formats:

• 1994 – early 2002: ASCII / plain-text era. Filings were submitted as plain ASCII inside the SGML <DOCUMENT> envelope. Tables were rendered with monospaced character art; exhibits were separate ASCII documents. Image-bearing materials were largely impossible to convey, and consequently early contested proxies rarely include graphical content. These records appear on disk as .txt files inside the SGML wrapper.
• 2002 – present: HTML era. EDGAR began accepting HTML submissions in the early 2000s, and the proxy statement payload migrated to inline HTML with embedded tables, formatting, and image references. Image files were filed alongside as GRAPHIC documents; this dataset preserves the HTML but not the graphics.
• PDF exhibits appear sporadically across the timeline — typically used for scanned letters, investor presentations, fairness opinions, or other content the registrant chose to file in PDF rather than transcribe. PDFs are extracted to disk when present.

The SGML <DOCUMENT> envelope itself is the constant: every document in every record across the entire 1994-onward span is wrapped in the same EDGAR SGML structure, with header lines for <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> followed by a <TEXT> block.

Interpretation notes

• Folder naming as join key. The folder name is the accession number with dashes stripped; metadata.json → accessionNo retains the dashes. Either form is a stable join key with EDGAR.
• Filer vs. subject roles. The entities[] array distinguishes the soliciting party from the issuer via the (Filed by) / (Subject) suffixes on companyName. For management-filed contests both entries point at the same legal entity; for dissident-filed contests they differ. Comparing the two cik values is the canonical way to classify a filing as management-side or dissident-side.
• SGML stripping. Treating the on-disk .htm files as raw HTML will fail in strict parsers because of the leading <DOCUMENT> / <TYPE> / <TEXT> lines. Consumers should either skip past the SGML header to the inner <HTML> block or use a lenient HTML parser that tolerates the prefix.
• Image references break on offline rendering. The proxy statement HTML references images by relative filename, but the JPG/GIF/PNG files are not on disk. Rendering a record offline produces broken image icons; this is intentional packaging behavior, not data corruption.
• Incorporation by reference. Contested proxies — especially dissident-filed ones — frequently incorporate large portions of the issuer's most recent Form 10-K and routine DEF 14A by reference rather than restating Item 7 disclosures verbatim. Full reconstruction of all referenced disclosures requires retrieving those companion filings.
• Amendments and successor filings. A DEFC14A may be followed by DEFA14A (additional definitive material), DEFR14A (revised definitive proxy), and continued solicitation filings. Each is a separate accession number in EDGAR; only DEFC14A accessions appear in this dataset, so reconstructing the full timeline of a contest may require joining against other form-type datasets.
• Universal-card era authorship. For meetings governed by Rule 14a-19 (post-August 2022), a DEFC14A may list the opposing party's nominees and reproduce text supplied by the opposing solicitor. Treating biographical content as authored by the filer is no longer safe without checking which slate each nominee belongs to.
• Two-population form type. Because both management and dissidents can file DEFC14A in the same contest, a single proxy fight typically generates two distinct DEFC14A records — one from each side — with different filer CIKs but the same subject CIK. Reconstructing a contest end-to-end requires linking all DEFC14A records that share the subject CIK and the same meeting date.
• Stable schema. Empty arrays and empty strings are emitted explicitly in metadata.json rather than omitted, so downstream consumers can rely on the presence of every documented key without defensive existence checks.

Who Files or Publishes This Dataset, and When

Who files or discloses

Form DEFC14A is filed by soliciting persons under Regulation 14A. In any contested matter, the population splits into two opposing sides, both of which file on this submission type:

• Issuer-side filer. The registrant itself, acting through management and the board. The issuer is a domestic Exchange Act reporting company with equity registered under Section 12(b) (exchange-listed) or Section 12(g) (over-the-counter). When management faces a dissident, its definitive proxy is filed as DEFC14A rather than DEF 14A because the solicitation has become contested. The filing is signed by an officer of the registrant, and the registrant appears as both filer and subject company in the EDGAR header.
• Dissident / non-management filer. Any other "person" within the meaning of Rule 14a-1 who solicits proxies in opposition to, or independent of, management. Common dissident filers include activist hedge funds and their investment advisers, individual significant shareholders, shareholder groups acting in concert (typically also reporting on Schedule 13D), former officers or directors, founding families, private equity sponsors running vote-no campaigns, and ad hoc shareholder committees. The dissident's DEFC14A names the registrant as subject company but lists the dissident as filer.

The dataset therefore mixes issuer-originated and dissident-originated definitive proxy materials. Readers must distinguish the subject company (always the registrant being solicited) from the soliciting person (the actual filer, identified by the filer-side CIK in the EDGAR header).

Regulatory framework

The disclosure obligation arises under Section 14(a) of the Exchange Act of 1934, implemented by Regulation 14A (Rules 14a-1 through 14a-21). Substantive content is governed by Schedule 14A. Key rules shaping the DEFC14A population:

• Rule 14a-6 sets the bifurcation between preliminary proxy statements and definitive proxy statements. Contested solicitations cannot use the routine-meeting exemption from preliminary filing, so a preliminary filing (PREC14A) is mandatory.
• Rule 14a-12 allows solicitation to begin before a proxy statement is furnished, provided written soliciting materials are filed on the date of first use with a prominent legend. Such materials are typically filed as DFAN14A or DEFA14A, not DEFC14A.
• Rule 14a-19 (the universal proxy rule, effective for meetings held after August 31, 2022, at non-investment-company registrants) requires both sides in a director-election contest to use a universal proxy card. It also imposes notice deadlines: dissidents must notify the registrant at least 60 calendar days before the prior year's meeting anniversary; the registrant must reciprocate at least 50 calendar days before. Dissidents must solicit holders of at least 67% of voting power.
• Schedule 14A Item 5(b) mandates participant disclosures in contests: identity, employment, beneficial ownership, two-year transaction history in the registrant's securities, contracts and arrangements, and any substantial interest in the vote.

Triggering event: what makes it a DEFC14A

The trigger is a proxy contest or counter-solicitation. The "C" submission type applies when:

• A non-management soliciting person has filed, or is expected to file, opposition materials for the same meeting.
• Management opposes a shareholder proposal or nominee that another person is actively soliciting in favor of.
• A dissident is running an opposing director slate, or a "withhold" / "vote-no" campaign that rises to a solicitation under Rule 14a-1(l).
• Item 5(b) participant disclosures are otherwise required because more than one side is soliciting.

Once any of these conditions exists, both sides' definitive proxy statements adopt the "C" designation. If a contest emerges after a non-contested DEF 14A is already on file, filers re-file on the contested submission types (PREC14A, then DEFC14A).

Timing and procedural flow

DEFC14A has no fixed annual deadline; it is event-driven by a contested meeting. The standard flow:

1. Preliminary contested filing (PREC14A). Under Rule 14a-6(a), the preliminary proxy and form of proxy must be filed at least 10 calendar days before definitive copies are first sent to shareholders.
2. Staff review window. The Division of Corporation Finance reviews preliminary materials, often on an expedited basis in contests. Both sides commonly respond through revised preliminary filings: PRRN14A (non-management) or PRER14A (registrant).
3. Definitive filing (DEFC14A). After the 10-day window runs (or earlier if cleared), the soliciting person files the definitive proxy. Definitive copies must be filed with the Commission no later than the date they are first sent or given to security holders. This filing produces the DEFC14A record in the dataset.
4. Additional soliciting materials. Subsequent fight letters, presentations, and press releases are filed as DEFA14A (issuer-side) or DFAN14A (non-management side) on the date of first use; these are outside DEFC14A scope.
5. Backed into the meeting date. State law and the registrant's bylaws set record dates and meeting dates. Filers typically aim to mail definitives 20 to 40 days before the meeting, fixing the latest practical preliminary date 10 days earlier.

The population concentrates in spring proxy season around annual meetings of calendar-year issuers, with secondary clusters at special meetings called for M&A votes or shareholder-requisitioned actions.

Participant identification

Schedule 14A Item 4 and Item 5(b), together with Schedule 14A Instruction 3 to Item 4, require each side to disclose every "participant." Issuer-side participants typically include the registrant, each director and director-nominee, and named executive officers actively soliciting. Dissident-side participants typically include each nominee on the dissident slate, each member of any nominating shareholder group, the investment adviser and general partner of any nominating fund, and any person financing or directing the solicitation.

For each participant, the DEFC14A must disclose name, business address, principal occupation, beneficial ownership, two-year transaction history in the registrant's securities, arrangements regarding nominations or future employment, and substantial interest in the matters voted on. Dissidents commonly cross-reference their Schedule 13D, since accumulating above 5% before a contest triggers Section 13(d) reporting in parallel.

Historical scope

Section 14(a) and the original proxy rules date to 1934, with the modern participant-disclosure regime substantially fixed by the 1956 and 1992 proxy rule revisions. Pre-EDGAR contested proxies exist only on paper and are outside this dataset. EDGAR became mandatory for most domestic registrants in phases between 1993 and 1996; the dataset begins January 1, 1994. DEFC14A filings dated after August 31, 2022, in director-election contests at non-investment-company registrants reflect the Rule 14a-19 universal-card mechanics.

Important distinctions

• DEFC14A vs. DEF 14A. DEF 14A covers uncontested solicitations; the presence of a counter-solicitation or Item 5(b) participant disclosure obligation pushes the filing to DEFC14A.
• DEFC14A vs. PREC14A. PREC14A is the preliminary contested version filed at least 10 days before definitive mailing; only DEFC14A is in scope.
• DEFC14A vs. DFAN14A / DEFA14A. Those submission types capture follow-on fight letters and supplemental materials under Rule 14a-12, not the central definitive proxy statement.
• DEFC14A vs. DEFM14A / DEFR14A. DEFM14A is the definitive proxy for a merger or extraordinary transaction; DEFR14A is a definitive revised proxy. A contested merger vote may carry the DEFC14A label, and both labels can appear across different filings in the same campaign.
• DEFC14A vs. Schedule 14D-9 / TO. Hostile tender offers travel through Regulations 14D and 14E. Schedule 14D-9 (target response) and Schedule TO (bidder) cover share tenders; DEFC14A covers shareholder votes.
• Investment companies. Closed-end funds and mutual funds can produce DEFC14A filings in contests over board composition or advisory contracts; participants then include the fund's adviser and affiliated persons.
• Foreign private issuers. FPIs satisfying Rule 3a12-3 are exempt from Section 14(a) and Regulation 14A. Activist campaigns aimed at FPIs surface in Form 6-K furnishings and home-country disclosures, not in this dataset.
• Subject company vs. filer. A DEFC14A whose filer CIK matches the registrant's CIK is management's proxy; a DEFC14A whose filer is a third-party (typically a fund or its adviser) is the dissident's. Both reference the same meeting of the same subject company.

How This Dataset Differs From Similar Datasets or Filings

Form DEFC14A sits inside the Regulation 14A proxy-solicitation family and is most usefully understood by mapping its boundaries against neighboring proxy forms and the ownership and event filings that surround a contested vote. The closest comparisons fall into three groups: other 14A variants (definitive, preliminary, revised, merger, and additional-materials), ownership and tender-offer schedules (13D and 14D-9), and adjacent event or voting-record disclosures (8-K and N-PX).

Closest related datasets and filing types

DEF 14A (uncontested definitive proxy). The direct non-contested analogue. Same Section 14(a) of the Exchange Act framework, same definitive status, same disclosure architecture. The distinction is the contest: DEFC14A is filed when management or a dissident is soliciting in opposition to another solicitation on the same matter. DEF 14A is filed by essentially every public registrant once a year for routine annual meetings; DEFC14A is a small, episodic population concentrated around activist campaigns, contested slates, and contested transactions. DEF 14A is the baseline corpus for governance and compensation research; DEFC14A is the targeted corpus for proxy-fight analysis.

PREC14A (preliminary contested proxy). The preliminary version of the same document. Content overlap is high; the eventual DEFC14A is typically a refined PREC14A after staff review. PREC14A is not the operative solicitation document and may contain provisional language or blanks. PREC14A is the leading indicator that a contest is forming; DEFC14A is the locked-in solicitation actually mailed to shareholders. Pairing the two reveals what changed during review.

PRRN14A and PRER14A (revised preliminaries). Intermediate preliminary amendments. PRRN14A is filed by a non-management (typically dissident) solicitor; PRER14A is filed by the registrant. Both share subject matter with DEFC14A but remain preliminary iterations rather than the definitive document. Useful for tracing how arguments evolved; not substitutes for the final solicitation.

DEFR14A and DEFM14A. Both share definitive status and the 14(a) framework but differ in trigger. DEFR14A amends a prior definitive (DEF 14A or DEFC14A) and is amendment-driven rather than contest-driven. DEFM14A is the definitive proxy for mergers and extraordinary transactions, transaction-driven rather than contest-driven. A contested merger can produce DEFM14A from the registrant and DEFC14A from an opposing dissident in parallel.

DEFA14A and DFAN14A (additional soliciting materials). Supplemental communications — letters, presentations, press releases, advertisements — filed after the definitive proxy is on file. DEFA14A is filed by any soliciting party; DFAN14A is filed specifically by non-management solicitors and is the densest source of dissident campaign rhetoric. They are short, frequent supplements rather than full proxy statements. DEFC14A provides the formal disclosure backbone of a contest; DEFA14A and DFAN14A carry the running communications around it. Reconstructing a contest typically requires all three.

Schedule 13D and 13D/A. Beneficial-ownership disclosure under Section 13(d) for non-passive holders above 5%. Dissident solicitors are commonly 13D filers, and Item 4 often signals nomination or opposition intent before any 14A appears. The regimes differ: 13D is an ownership disclosure focused on stake, financing, and intent, filed near-real-time; DEFC14A is a Section 14(a) solicitation document focused on the matters to be voted and the disclosures required to collect proxies. 13D answers "who and how much"; DEFC14A answers "what is being asked of shareholders and why." Complements, not substitutes.

Schedule 14D-9. Target-company recommendation statement responding to a third-party tender offer, governed by the tender-offer rules under Section 14(d). Both involve contested control situations, but 14D-9 responds to a purchase of shares, not a solicitation of votes. A tender offer can produce 14D-9 without any proxy contest, and a board-level proxy fight produces DEFC14A without any tender offer. The two converge only when an acquirer runs a tender offer and a parallel proxy solicitation.

8-K (current reports around contests). Carries contest-adjacent disclosures via Item 5.02 (director changes), Item 5.07 (voting results), and Item 8.01 (settlements, standstills). 8-K is short, item-coded, and event-driven across many topics; DEFC14A is a long-form solicitation document specific to a contested vote. 8-K typically captures the bookends of a contest — nominations, settlement, final results — while DEFC14A captures the substantive case made to shareholders in between.

N-PX (fund proxy voting records). Annual record of votes cast by registered investment companies and certain institutional managers. Overlap is purely downstream: N-PX records how funds voted on matters DEFC14A describes. N-PX is a tabular voting-record dataset filed by voters across the full universe of votes (mostly uncontested); DEFC14A is the upstream solicitation filed by the parties asking for votes. Useful when linked, never substitutable.

Key differences

• Stage. Definitive vs. preliminary (PREC14A, PRRN14A, PRER14A) vs. supplemental (DEFA14A, DFAN14A) vs. amendment (DEFR14A).
• Trigger. Contest (DEFC14A) vs. routine (DEF 14A) vs. transaction (DEFM14A) vs. tender offer (14D-9) vs. ownership threshold (13D).
• Regulatory regime. Section 14(a) proxy rules (all 14A variants) vs. Section 13(d) ownership rules (13D) vs. Section 14(d) tender-offer rules (14D-9) vs. Section 13 or 15 reporting rules (8-K, N-PX).
• Filer side. Solicitor (DEFC14A, DEFA14A, DFAN14A) vs. target (14D-9) vs. holder (13D) vs. voter (N-PX) vs. registrant (8-K, DEF 14A, DEFR14A, DEFM14A).
• Document form. Long-form solicitation document (DEFC14A) vs. short event report (8-K) vs. structured tabular record (N-PX) vs. ownership schedule (13D).

Boundary summary

DEFC14A is uniquely defined by the intersection of three attributes: definitive (not preliminary or supplemental), contested (not routine), and a full proxy statement (not an ownership schedule, tender-offer response, event report, or voting record). Preliminary contested filings capture the same campaigns earlier; additional soliciting materials capture the surrounding communications; 13D and 14D-9 capture ownership and tender-offer dimensions; 8-K and N-PX bracket the contest with events and downstream votes. None substitute for DEFC14A when the question is the definitive, formally disclosed case made to shareholders in a proxy contest, but all are valuable complements for reconstructing a contest timeline.

Who Uses This Dataset

Definitive contested proxy statements sit at the intersection of corporate governance, securities litigation, and event-driven investing. Each filing documents a live proxy fight, so a small set of professional roles draws on it, and each role focuses on different sections.

Activist and special-situations analysts

Used to study the historical record of contested solicitations. Key sections: the dissident's "reasons for the solicitation," nominee biographies, critiques of incumbent strategy, proposed bylaw or charter changes, and fight letters. Output: thesis taxonomies (operational underperformance, governance failure, board refreshment), rhetoric benchmarks, and internal campaign playbooks.

Event-driven and merger-arbitrage desks

Treat each DEFC14A as a tradable catalyst. Key fields: record date, meeting date, vote standard (plurality vs. majority), and the specific proposals at issue. For "vote no" campaigns and competing-bid situations, they extract deal terms, board-process disclosures, and fairness considerations. Supports position sizing, scenario probabilities, and base-rate libraries on dissident win/settle/withdraw outcomes.

Proxy solicitors and vote tabulators

Use the corpus to design campaign strategy and pitch retainers. Focus on participant identification, proxy-card structure (universal vs. traditional), disclosed solicitation costs, Item 5 and Schedule 14A Instruction 3 participant tables, and record-date mechanics. Output: cost-per-holder benchmarks, mailing cadence, and intermediary selection.

Issuer-side securities and litigation counsel

Draft response statements, defensive proxies, and motions to compel disclosure. Focus on participant disclosures, beneficial-ownership schedules, group-formation evidence, prior contacts with management, and Section 13(d) and 14(a) representations. Mine exhibits for confidentiality and standstill provisions, cooperation-agreement templates, and disclosure schedules.

Dissident-side counsel

Draft compliant DEFC14A filings and Schedule 14A items. Focus on nominee questionnaires, arrangements among participants, nominee independence and qualifications, and Item 5(b) litigation disclosures. The corpus supports universal-proxy-card drafting under Rule 14a-19, including notice content and "vote how" instructions.

Proxy-advisor and stewardship research staff

Build vote recommendations on contested ballots and longitudinal activism datasets. Focus on dissident qualifications and conflicts, issuer board and committee structure, prior engagement history, and any settlement or standstill record. Output: case memos, policy notes, and historical voting datasets sold to institutional clients.

Corporate secretaries and IR vulnerability teams

Use peer DEFC14As proactively. Focus on issuer-response sections, the governance "asks" (declassification, special-meeting rights, proxy access), and disclosed engagement histories. Output: vulnerability assessments, board briefings, advance-notice bylaw refreshes, and pre-positioned legal, banking, and PR retainers.

M&A advisory and strategic finance

Study how prior contests framed strategic alternatives, valuation arguments, and process critiques. Focus on financial analyses summarized in the proxy, references to advisor opinions, "background of the solicitation" timelines, and unsolicited-approach descriptions. Inform pitch books for both defense and dissident-side mandates.

Compliance and surveillance teams

At broker-dealers, investment advisers, and custodians: monitor solicitations that touch client positions, validate Section 13 and 16 compliance by participants, and police information barriers. Watch participant tables, ownership schedules, and amendment trails for late disclosures suggesting undisclosed coordination or group formation.

Academic finance, accounting, and law researchers

Use the 1994-to-present span to build empirical samples of contested elections. Focus on contest outcomes, nominee characteristics, target financials referenced in filings, dissident-thesis language, and contest counts by industry and year. Supports event studies, textual analysis, and structural models of contest initiation, settlement, and outcomes.

Data engineers and RAG developers

At financial data vendors and quant research groups: build activism feeds, contested-ballot calendars, and participant-graph products. Teams building retrieval-augmented systems ingest full filing text to power question answering on activism precedent, nominee histories, and settlement terms. Focus on the full proxy, exhibits (fight letters, presentations, cooperation agreements), and metadata linking each filing to issuer, filer, accession, and date.

Journalists covering governance and deals

Track active campaigns, profile repeat activists, and analyze full proxy seasons. Focus on dissident narrative letters, issuer rebuttals, disclosed shareholder communications, and references to behind-the-scenes negotiations. Supports both breaking coverage and longer-form analyses of activism trends and settlement rates.

The dataset is small in volume but dense per record. Investors and arbitrageurs trade contests as catalysts; counsel and solicitors run them; proxy advisors and stewardship teams recommend votes; corporate secretaries and IR teams prepare defenses; compliance and surveillance teams monitor them; and researchers, data engineers, and journalists study them in aggregate. Full-document coverage, including exhibits, is what makes the dataset usable across all of these workflows.

Specific Use Cases

The DEFC14A corpus supports a small set of operational workflows where the unit of analysis is a contested solicitation and where the substantive content sits inside specific, predictable sections of Schedule 14A.

Building a contest-level event database

Pair each DEFC14A with the matching subject-side filing by joining on the (Subject) cik in metadata.json → entities[] and the meeting date parsed from the notice of meeting. Compare (Filed by) and (Subject) CIKs to label each record as management-side or dissident-side. The result is a deduplicated table of contests with both sides linked, used for base-rate libraries (win/settle/withdraw), event studies around record and meeting dates, and longitudinal activism datasets sold to institutional clients.

Reconstructing the case for change from dissident filings

Extract the "Reasons for the Solicitation" and "Background of the Solicitation" sections from dissident-filed DEFC14As and classify the thesis (operating underperformance, capital allocation, governance failure, strategic review, board refreshment). The chronological background narrative supplies the engagement timeline; the reasons section supplies the substantive critique; appended fight letters and investor presentations in EX-99 exhibits supply the supporting charts. Output feeds activist-thesis taxonomies, rhetoric benchmarks, and pitch-book precedent libraries for special-situations desks and dissident-side advisers.

Mining nominee biographies for slate composition analysis

Pull the "Information about Director Nominees" section across dissident filings to assemble a structured table of activist nominees: age, principal occupation, prior directorships, committee experience, and stated independence. Cross-reference against the issuer's incumbent slate listed in the same filing under Rule 14a-19 universal-card disclosure. Used by proxy advisors building case memos, by issuer-side counsel vetting opposing nominees, and by researchers studying nominee characteristics and contest outcomes.

Extracting participant ownership and trading histories

Parse the "Participants in the Solicitation" tables required by Item 4(b) and Instruction 3 of Schedule 14A to capture each participant's beneficial ownership and the two-year transaction history in the issuer's securities. Combined with the Item 6 / Item 403 5-percent and insider-ownership table, this supports group-formation analysis, Section 13(d) and Section 16 compliance review at broker-dealers and custodians, and litigation work product for issuer-side counsel arguing late or incomplete group disclosure.

Drafting universal-proxy-card and Rule 14a-19 compliant filings

Use post-August-2022 DEFC14As as drafting precedent for the universal-card mechanics: combined director-election proposal listing both slates, Rule 14a-19 notice language, "vote how" instructions, and the non-responsibility disclaimer applied to the opposing slate's biographies. Dissident-side counsel mine recent filings for compliant card layouts, instruction wording, and notice deadlines; issuer-side counsel use the same records to identify drafting weaknesses to challenge.

Surveilling active contests as tradable catalysts

Filter the dataset by filedAt and the (Subject) ticker to surface new definitive contested solicitations as they are accepted. Extract record date, meeting date, vote standard, and proposal list from the proxy-statement notice and proposals sections. Feeds event-driven and merger-arbitrage workflows, including position sizing around vote-no campaigns, competing-bid scenarios, and contested mergers where a DEFM14A from the registrant is paired with a DEFC14A from an opposing dissident.

Benchmarking issuer defensive disclosures

Across management-filed DEFC14As, extract the issuer's rebuttal of the dissident thesis, the defense of the incumbent slate, disclosed engagement history, and any standstill or cooperation-agreement language reproduced in exhibits. Corporate secretaries, IR vulnerability teams, and defense counsel use the corpus to benchmark response language, advance-notice bylaw posture, and engagement disclosures against peer contests when preparing pre-positioned defense materials.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-defc14a-files.json

This endpoint returns dataset metadata and the list of available container files. Metadata includes the dataset name, description, last updated timestamp, earliest sample date (1994-01-01), total record and size counters, covered form types (DEFC14A), container format (ZIP), and content file types (TXT, JSON, PDF, HTML). The response also includes the download URL for the full dataset and, for each container, its key, size, record count, last updated timestamp, and direct download URL.

This endpoint does not require an API key. It is the recommended way to monitor which containers were updated in the most recent refresh run, so you can decide on a daily basis which containers to re-download.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6967-897e-298eb76d8ece",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-defc14a-files.zip",
        

          4
            "name": "Form DEFC14A Files Dataset",
        

          5
            "updatedAt": "2026-05-07T02:50:14.430Z",
        

          6
            "earliestSampleDate": "1994-01-01",
        

          7
            "totalRecords": 2525,
        

          8
            "totalSize": 245606478,
        

          9
            "formTypes": ["DEFC14A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "PDF", "HTML"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-defc14a-files/2026/2026-05.zip",
        

          15
                "key": "2026/2026-05.zip",
        

          16
                "size": 1843271,
        

          17
                "records": 6,
        

          18
                "updatedAt": "2026-05-07T02:50:14.430Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-defc14a-files.zip?token=YOUR_API_KEY

Downloads the full dataset as a single ZIP archive containing every monthly container from January 1994 to the latest refresh. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-defc14a-files/2026/2026-05.zip?token=YOUR_API_KEY

Downloads one individual monthly container instead of the full archive, which is useful for incremental updates after the initial bulk download. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form DEFC14A — the EDGAR submission type for a definitive proxy statement on Schedule 14A filed in connection with a contested solicitation under Section 14(a) of the Exchange Act and Regulation 14A. Preliminary contested filings (PREC14A, PRRN14A, PRER14A), additional soliciting materials (DEFA14A, DFAN14A), and revised definitive proxies (DEFR14A) live under different EDGAR form types and are not included.

What does one record in this dataset represent?

One record is one accepted DEFC14A submission, materialized as a folder named with the EDGAR accession number with dashes removed (an 18-digit numeric string). The folder contains a metadata.json descriptor plus every document attached to the submission — typically the HTML proxy statement and any EX-99 exhibits — each wrapped in the EDGAR SGML <DOCUMENT> envelope. GRAPHIC image files (JPG, GIF, PNG) are enumerated in the metadata but are not extracted to disk.

Who is required to file Form DEFC14A?

Any "soliciting person" under Regulation 14A involved in a contested vote files on this submission type. In a contest, both sides file: the registrant (issuer-side) and any dissident — activist hedge funds, individual significant shareholders, shareholder groups acting in concert, former officers or directors, founding families, private equity sponsors running vote-no campaigns, or ad hoc shareholder committees. A single proxy fight typically generates two distinct DEFC14A records — one from each side — sharing the same subject CIK but carrying different filer CIKs.

When is a DEFC14A filed, and is there a deadline?

DEFC14A is event-driven, not calendar-driven. After a mandatory PREC14A preliminary filing at least 10 calendar days before mailing, and a Division of Corporation Finance review window, the definitive proxy must be filed with the Commission no later than the date it is first sent or given to security holders. Filers typically aim to mail definitives 20 to 40 days before the meeting, with the population concentrating in the spring proxy season around annual meetings of calendar-year issuers.

What time period does the dataset cover?

The dataset begins January 1, 1994, when EDGAR became mandatory for most domestic registrants in phases between 1993 and 1996, and continues through the latest monthly refresh. Pre-EDGAR contested proxies exist only on paper and are outside this dataset. Filings dated after August 31, 2022, in director-election contests at non-investment-company registrants reflect the Rule 14a-19 universal proxy-card mechanics.

What file formats are included in a record?

The payload file types are TXT, JSON, PDF, and HTML. JSON comes from the metadata.json descriptor; HTML is the dominant proxy-statement format for filings from roughly 2002 onward; TXT covers older ASCII filings (1994 through early 2002) and any plain-text exhibits; PDF appears for exhibit attachments such as scanned letters, fairness opinions, and investor presentations. Every document — including HTML and PDF — is wrapped in an EDGAR SGML <DOCUMENT> envelope, so strict HTML parsers must skip the SGML header before parsing the inner <HTML> block.

How does DEFC14A differ from DEF 14A?

Both are definitive proxy statements on Schedule 14A under the same Section 14(a) framework, but DEF 14A covers uncontested solicitations while DEFC14A covers contested ones. DEF 14A is filed by essentially every public registrant once a year for routine annual meetings; DEFC14A is a small, episodic population concentrated around activist campaigns, contested slates, and contested transactions. The presence of a counter-solicitation or a Schedule 14A Item 5(b) participant disclosure obligation is what pushes a filing from DEF 14A to DEFC14A.

How are container ZIPs organized and refreshed?

Records are distributed in monthly ZIP containers organized by calendar year (for example, 2026/2026-05.zip). The dataset index JSON at https://api.sec-api.io/datasets/form-defc14a-files.json lists every container with its key, size, record count, and last updated timestamp, and is the recommended way to detect which monthly containers were touched in the most recent refresh so that incremental downloads can be limited to changed containers.