The Form DEFR14A Files Dataset is a complete archive of revised definitive proxy soliciting materials filed on EDGAR under Section 14(a) of the Securities Exchange Act of 1934 and Schedule 14A thereunder. Each record is a single EDGAR submission of form type DEFR14A — a corrected, supplemented, or fully restated definitive proxy statement that updates a previously filed Form DEF 14A before security holders vote. Records are filed by domestic operating-company registrants, registered investment companies, business development companies, and other Section 12 issuers; foreign private issuers are excluded under Exchange Act Rule 3a12-3(b). The dataset spans EDGAR submissions from September 1994 through the present and is delivered as monthly ZIP archives that bundle each accession's source proxy document together with a structured metadata.json sidecar.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
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The dataset captures the entire EDGAR DEFR14A submission population from September 1994 forward, packaged for bulk and incremental use. Each record corresponds one-to-one with an EDGAR accession number, so a registrant that files multiple revisions against the same shareholder meeting (Amendment No. 1, Amendment No. 2, and so on) produces one record per revision. The underlying filing is a Schedule 14A document with the cover-page checkbox set to "Definitive Proxy Statement" and an (Amendment No. N) heading directly beneath SCHEDULE 14A, layered with an Explanatory Note that scopes the revision relative to the original DEF 14A.
The dataset is distributed as monthly ZIP archives following the path pattern <year>/<year>-<month>.zip. The file types present across the archive set are TXT, JSON, HTML, and PDF, reflecting the three regulatory eras the dataset spans: ASCII/SGML-era plain-text submissions, the modern HTML era, and inline-XBRL XHTML for filings produced under the SEC's 2018 inline-XBRL rules and subsequent pay-versus-performance and fee-table amendments. Image files, separately delivered XBRL sidecars, and the EDGAR full-submission .txt envelope are enumerated in each record's metadata but are not materialized on disk; they remain retrievable from EDGAR via the canonical URLs preserved in metadata.json.
One record in the Form DEFR14A Files Dataset is a single revised definitive proxy soliciting materials submission filed under EDGAR form type DEFR14A, identified by its SEC accession number and packaged as a self-contained folder of source documents plus a structured metadata sidecar. A record is the full content of one EDGAR submission, not a parsed proposal, not a vote outcome, not an extracted disclosure section, and not a per-entity row.
Inside each monthly archive, each filing lives in its own folder named by accession number with the dashes stripped. The canonical accession 0001140361-25-027302, for example, becomes the folder 000114036125027302.
A single accession folder contains exactly two kinds of items:
metadata.json sidecar (always present), andImage files (JPEG / PNG / GIF graphics referenced by the EDGAR submission, including scanned proxy-card images, Broadridge logos, and signature graphics), separately delivered XBRL sidecars (*.xsd, *_def.xml, *_lab.xml, *_pre.xml, *_htm.xml), and the EDGAR full-submission .txt envelope are all enumerated inside metadata.json but are not materialized as files on disk. Modern DEFR14A records consist almost exclusively of one HTM/HTML document plus the JSON manifest; PDF appears only for the small number of older filings that used PDF as the disclosed-document format, and TXT appears for early ASCII-era filings.
For a typical modern DEFR14A the folder contents are simply:
metadata.json, andef20052457_defr14a.htm, cloud_defr14a.htm, chuc20250703_defr14a.htm, d946407ddefr14a.htm, ea0249489-01_defr14a.htm, or, for inline-XBRL submissions, a base-named file like uvv-20250701.htm.Naming conventions for the primary HTML are filer-chosen and reflect the EDGAR filing agent. Common patterns include <ticker>-<filingDate>.htm for inline-XBRL output, <filerId>_defr14a.htm and <agentDocumentId>_defr14a.htm for SGML-wrapped HTML, and Donnelley-style <edgarHash>defr14a.htm. Most filenames carry the literal substring defr14a (case-insensitive); inline-XBRL submissions sometimes drop the form-type token in favor of the inline-XBRL document base name, so form-type identification should be driven by metadata.json rather than by filename heuristics.
metadata.jsonmetadata.json is the per-accession EDGAR submission header, normalized into JSON. Its top-level fields, with concrete examples drawn from real records, are:
formType — always the string "DEFR14A".accessionNo — canonical dashed accession, e.g. "0001140361-25-027302".linkToFilingDetails — URL to the primary document on www.sec.gov/Archives/edgar/data/....description — always "Form DEFR14A - Revised definitive proxy soliciting materials".linkToTxt — URL of the complete-submission .txt on EDGAR.linkToHtml — URL of the EDGAR filing-index HTML page.linkToXbrl — URL of the inline-XBRL package; empty string when no inline-XBRL is present.filedAt — ISO-8601 timestamp with offset, e.g. "2025-07-25T13:45:55-04:00".id — 32-character hex hash uniquely identifying the record (e.g. "13908e4c981a49ea91924285887fb983").documentFormatFiles — array of constituent document descriptors (see below).entities — array of role-in-filing descriptors, one per filer or co-filer.dataFiles — array of XBRL/data sidecar descriptors; empty for non-XBRL filings.seriesAndClassesContractsInformation — array reserved for fund / series / contract filings; empty for ordinary operating-company DEFR14As.documentFormatFiles[]Each entry describes one constituent file of the EDGAR submission and has the shape:
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{
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"sequence": "1",
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"size": "383642",
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"documentUrl": "https://www.sec.gov/Archives/edgar/data/10048/000114036125027302/ef20052457_defr14a.htm",
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"description": "DEFR14A",
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"type": "DEFR14A"
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}
sequence is a string: "1" is the primary proxy document; subsequent integer sequences are exhibits or graphics; the complete-submission .txt always appears as a final entry with sequence: " " (a single space) and type: " ". size is bytes serialized as a string. The type value for the primary document is "DEFR14A"; ancillary entries use "GRAPHIC", "EX-101.SCH", "EX-101.DEF", "EX-101.LAB", "EX-101.PRE", or "XML". For inline-XBRL submissions, the documentUrl for the primary document is prefixed with https://www.sec.gov/ix?doc=/Archives/... rather than the bare Archives/... URL, signaling that EDGAR's inline-XBRL viewer should render the document.
entities[]Each entry captures one role-in-filing (most commonly a single Filer for an operating company):
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{
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"fiscalYearEnd": "0930",
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"stateOfIncorporation": "DE",
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"act": "34",
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"cik": "10048",
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"fileNo": "001-05103",
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"irsNo": "720496921",
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"companyName": "BARNWELL INDUSTRIES INC (Filer)",
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"type": "DEFR14A",
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"sic": "1311 Crude Petroleum & Natural Gas",
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"filmNo": "251151006",
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"tickers": ["BRN"]
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}
Field roles:
cik, fileNo, irsNo, and filmNo are SEC identifiers; cik is bare digits with no leading-zero padding.companyName carries the EDGAR role suffix in parentheses, e.g. "BARNWELL INDUSTRIES INC (Filer)".type is the form type for that role, "DEFR14A".sic is "<code> <description>" with & entity-encoded for ampersands.fiscalYearEnd is MMDD.act is the Exchange Act registration code, typically "34".tickers is an array, present when the filer is a publicly traded reporting company.Smaller or older filings may lack the optional fields; only cik, companyName, and type are reliably populated. Downstream consumers must treat tickers, sic, stateOfIncorporation, fiscalYearEnd, fileNo, irsNo, and filmNo as optional.
dataFiles[]Mirrors the shape of documentFormatFiles[] and is populated only for inline-XBRL filings, listing the XSD schema and the linkbase XMLs (calculation, definition, label, presentation) plus the inline-XBRL hidden XML. For non-XBRL filings it is an empty array.
Two physical encodings appear across the dataset, both observable inside the same monthly partition:
SGML-wrapped HTML. The file begins with EDGAR's document wrapper, then contains the full HTML payload, then closes the wrapper:
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<DOCUMENT>
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<TYPE>DEFR14A
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<SEQUENCE>1
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<FILENAME>cloud_defr14a.htm
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<DESCRIPTION>FORM DEFR14A
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<TEXT>
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<HTML>... full HTML body ...</HTML>
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</TEXT>
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</DOCUMENT>
The <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> pseudo-tags are SGML attributes inherited from the EDGAR submission envelope; downstream HTML parsers must either tolerate or strip them before invoking an HTML parser.
Inline-XBRL XHTML (iXBRL). No <DOCUMENT> wrapper is present; the file starts with <?xml version='1.0' encoding='ASCII'?> and is an XHTML document with ix:header, ix:hidden, and inline ix:nonNumeric / ix:nonFraction tags wrapping textual and numeric values. Tagged DEI facts include dei:DocumentType (= "DEFR14A"), dei:AmendmentFlag (= "TRUE"), dei:EntityCentralIndexKey, dei:EntityRegistrantName, and dei:AmendmentDescription. Stripped of inline-XBRL tags, the visual rendering is structurally identical to the SGML-wrapped HTML form.
When the DEFR14A is a full restatement, the rendered Schedule 14A proxy statement contains, in order:
(Amendment No. N) heading directly under SCHEDULE 14A that distinguishes the filing from a baseline DEF 14A.Amended Notice of ... Annual Meeting of Stockholders in a DEFR14A. Provides meeting date, time, location (or virtual-meeting URL), record date, and the agenda of items to be voted upon.www.proxyvote.com URL and the VOTE BY INTERNET / PHONE / MAIL instruction block. In narrow-correction DEFR14As that exist solely to replace an erroneous proxy card, this is sometimes the only substantive content present besides the explanatory note.A defining structural feature of DEFR14A is the bimodal distribution of record content:
Amended Notice of ... Annual Meeting of Stockholders. The primary HTML runs from several hundred KB into the low MB range.metadata.json itself does not flag whether the revision is narrow or full. The description field is invariant, and dei:AmendmentFlag (when present in inline-XBRL) is always TRUE. Only the body of the proxy document, and specifically the prose of the Explanatory Note, reliably reveals what was changed and how much of the proxy is republished.
The link from a DEFR14A back to the underlying DEF 14A is always textual rather than structured. The Explanatory Note refers to "the Proxy Statement" or "the Original Proxy Statement" and identifies it by filing date (and sometimes by accession number in prose), but no field of metadata.json carries the original accession number. Linking a DEFR14A record to its underlying DEF 14A therefore requires parsing the explanatory-note text or correlating by cik, filedAt, and the meeting date drawn from the notice of meeting.
For each accession the dataset includes:
metadata.json with the full EDGAR submission header.The dataset excludes (these items are still enumerated in documentFormatFiles[] and dataFiles[] and remain retrievable from EDGAR via their documentUrl values):
documentFormatFiles[] entries with type: "GRAPHIC"..xsd, *_def.xml, *_lab.xml, *_pre.xml, *_htm.xml). For inline-XBRL filings the tagged data already lives inside the primary HTML, so the on-disk record is not data-poor..txt envelope generated by EDGAR, which is referenced by linkToTxt and listed in documentFormatFiles[] but not downloaded.The dataset spans more than three decades, and the record anatomy reflects three broad eras of EDGAR proxy filings.
<DOCUMENT> blocks within the same submission file.dei:DocumentType, dei:AmendmentFlag, dei:EntityRegistrantName, dei:EntityCentralIndexKey, dei:AmendmentDescription) are tagged inline, and pay-versus-performance and fee-table data points are tagged with their respective taxonomies. Both encodings coexist in the dataset today, since not every filer's agent has migrated and not every DEFR14A is structured-data eligible.In addition, the regulatory scope of what must appear inside a Schedule 14A has expanded materially over the dataset's lifetime: the 2009 proxy disclosure enhancements (board leadership structure and risk oversight, board diversity considerations, compensation-related risk), the 2010 say-on-pay rules, the 2015 hedging policy disclosure under Item 407(i), the 2017 CEO pay-ratio rules, the 2022 pay-versus-performance rules, the 2022 clawback rules, and the universal-proxy-card requirements under Rule 14a-19 (effective for meetings held after August 31, 2022) have each added new sections or new tabular content to the proxy body. Records from earlier years contain a smaller subset of disclosures; records from recent years contain the full modern superset.
filedAt within cik plus meeting date to reconstruct the amendment chain.ix: tag wrappers; tag-aware extraction yields machine-readable cover-page facts, pay-versus-performance data, and fee-table data without needing to parse separate XBRL files. Pre-2018 records, plain-text records, and modern filings whose agents have not migrated to inline-XBRL will not carry these tags.<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> pseudo-tags at the top of SGML-wrapped HTML. Robust extraction strips the wrapper before invoking an HTML parser.<img src="...">) will not resolve against on-disk neighbors; the documentUrl values in documentFormatFiles[] for type: "GRAPHIC" entries point to the canonical EDGAR location for retrieval if needed.entities[] varies by filer; only cik, companyName, and type are reliably present. tickers, sic, stateOfIncorporation, fiscalYearEnd, fileNo, irsNo, and filmNo may be missing for smaller filers or for filings in which EDGAR did not surface the corresponding header field.type: "DEFR14A" in documentFormatFiles[], but the literal substring defr14a is not guaranteed to appear in the filename, particularly for inline-XBRL submissions whose filenames mirror the inline-XBRL document base name (e.g. uvv-20250701.htm). Identification should rely on metadata.json, not on filename heuristics.formType, the size of the primary HTML is the most readily available proxy for the scope of the revision: tens of kilobytes typically indicate a narrow correction with the body incorporated by reference, while hundreds of kilobytes to low megabytes typically indicate a full restatement.DEFR14A is filed by the registrant that previously filed a definitive proxy statement (DEF 14A) and now needs to correct or update it before security holders vote. The filer of record is the issuer itself, not the participants disclosed inside the proxy statement.
The reporting population consists of issuers subject to the federal proxy rules under Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78n(a)):
Foreign private issuers (FPIs) are excluded. Exchange Act Rule 3a12-3(b) exempts FPI securities from Sections 14(a), 14(b), 14(c), and 16, so FPIs do not file Schedule 14A or any of its variants (PRE 14A, DEF 14A, PRER14A, DEFR14A, DEFA14A). FPIs disclose meeting and voting matters by furnishing Form 6-K. An issuer that loses FPI status becomes subject to Schedule 14A on a going-forward basis.
The filer of record is distinct from "participants in the solicitation" (officers, directors, nominees, and others identified under Item 5 and Instruction 3 to Item 4 of Schedule 14A), who are described inside the proxy statement but are not separate EDGAR filers, and from third-party soliciting persons in a contested setting, who file under non-management submission types.
A DEFR14A is triggered when a DEF 14A is already on file and the registrant determines that the previously filed definitive proxy statement requires correction or substantive update before the vote. The submission type is defined by that sequence: it is not an original definitive, not a preliminary filing, and not additional soliciting material — it is a re-filed, corrected definitive proxy statement.
Common substantive triggers:
The trigger is the existence of incorrect or stale soliciting material, not a calendar date.
Timing and deadline logic. Regulation 14A imposes no fixed statutory deadline for a DEFR14A; it may be filed at any time after the DEF 14A and before the meeting (or before consents are tabulated). Practical timing is governed by:
If the revision is material, the registrant generally must re-distribute the corrected proxy statement (or a sticker/supplement, depending on the change and counsel's Rule 14a-9 analysis) to security holders and concurrently file the corrected materials on EDGAR. Immaterial corrections may be filed without re-mailing; in those cases the choice between DEFR14A and DEFA14A turns on whether the registrant is revising the definitive statement itself or merely supplementing it.
DEFR14A sits inside the Section 14(a) proxy family governed by Regulation 14A and Rule 14a-6. The closest neighbors share filer population, schedule structure (Schedule 14A items), and subject matter (matters to be voted on, director nominees, executive compensation). The boundaries are drawn by procedural stage, who is soliciting, whether the filing replaces or supplements prior content, and whether a vote is being solicited at all.
Trigger: filed under Rule 14a-6(b) when definitive proxy materials are first sent to security holders. Content: the operative Schedule 14A disclosure plus the form of proxy. Timing: at or before dissemination to holders. Relationship: every DEFR14A presupposes a prior DEF 14A on the same matter and revises it. DEF 14A is the baseline universe; DEFR14A is the much smaller universe of post-definitive corrections, useful for studying error correction, litigation-driven amendments, and late-cycle disclosure changes.
Trigger: Rule 14a-6(a), required when the matters to be voted on fall outside the routine items enumerated in 14a-6(a) (mergers, charter amendments, contested elections, etc.). Timing: filed at least 10 calendar days before definitive materials are sent; sits in the staff review window and is not distributed to holders. Difference: PRE 14A precedes solicitation; DEFR14A is filed after definitive materials are on file and typically after they have been mailed. PRE 14A captures pre-mailing staff dialogue; DEFR14A captures post-mailing corrections.
Trigger: Rule 14a-6(a) revision of a previously filed PRE 14A before moving to definitive status. Difference: PRER14A and DEFR14A are mirror revisions on opposite sides of the definitive line. PRER14A revisions usually reflect SEC comment-letter responses or issuer-initiated edits before mailing. DEFR14A revisions reflect post-finalization fact patterns — discovered misstatements, settled proxy litigation, late nominee changes, or revised M&A terms — and correct a document already in shareholders' hands, so each filing carries greater legal weight.
Trigger: Rule 14a-6(b) for any soliciting material disseminated after the DEF 14A. Content: fight letters, post-mailing supplements, investor presentations, press releases, social media scripts, Q&A documents. Difference: DEFA14A adds new soliciting content on top of the proxy statement; DEFR14A revises and supersedes specific portions of the DEF 14A itself. Mental model: DEFA14A = "more material on top of the existing proxy"; DEFR14A = "the existing proxy was wrong or stale and is being corrected." Both are subject to Rule 14a-9 anti-fraud liability. DEFA14A volume spikes during proxy fights; DEFR14A volume spikes around correction events such as mootness disclosures, refreshed fairness opinions, or restated compensation tables.
Trigger: same Rule 14a-6 mechanics, but filed by a non-management soliciting person (activist, dissident slate, competing bidder). Content: tied to a competing proxy card (gold, white, or universal under Rule 14a-19), emphasizing rationale for change, nominee qualifications versus incumbents, and critique of management's proxy rather than full annual-meeting disclosure. Difference: DEFR14A is exclusively management-side. DFRN14A is its dissident-side analogue — researchers studying activist campaigns must pull DFRN14A (revised dissident definitive) and PREN14A (dissident preliminary) separately.
Trigger: Rule 14a-6(g) for written communications by holders of more than $5 million of the registrant's securities who are publishing their views without seeking proxy authority; PX14A6N for notice of exempt solicitation by non-management persons. Content: typically short letters or slide decks, not full Schedule 14A disclosure. Difference: PX14A6G/N filings are exempt communications that bypass the Schedule 14A regime entirely because no proxy authority is being solicited. DEFR14A is a full revised Schedule 14A. The two are complementary, not substitutable, when reconstructing all communications around a vote.
Trigger: Regulation 14C when corporate action will be effected without a solicitation of proxies, typically because a controlling holder has already delivered written consents. Difference: DEFR14C is the structural twin of DEFR14A — same revision logic, same lifecycle position — but on the no-solicitation track. DEFR14A revisions concern a live vote being solicited from public holders; DEFR14C revisions concern action already approved (or about to be) by consent. The two reflect fundamentally different governance dynamics and should not be pooled.
Schedule 14A is the disclosure document — prose, tables, and exhibits. The form of proxy is a separate document governed by Rule 14a-4, including the bona fide nominee rule and unbundling requirements. A DEFR14A accession can carry revisions to the Schedule 14A text, the proxy card, or both. Card-only revisions (misnumbered proposals, nominee swaps, Rule 14a-4(a)(3) presentation fixes) often force re-mailing because a defective card invalidates returned votes. Dataset users should not assume a DEFR14A is a text-only correction.
DEFR14A is the only Section 14(a) submission that is simultaneously: (1) a proxy statement, not a 14C information statement; (2) in the definitive stream, not preliminary (PRE 14A, PRER14A); (3) a revision that replaces portions of an earlier filing, not a baseline (DEF 14A) or an additive supplement (DEFA14A); and (4) filed by management, not by a dissident (PREN14A, DEFN14A, DFRN14A) or an exempt large holder (PX14A6G/N). Use DEFR14A when the research question targets post-definitive correction events on the management side — litigation-driven supplemental disclosures, restated compensation, late nominee changes, or revised merger terms. For any other angle, use the adjacent dataset; for a complete definitive-stream record of a given meeting, combine DEFR14A with Form DEF 14A and DEFA14A.
DEFR14A is a corrections feed for definitive proxy statements. A narrow set of roles consume it, each focused on specific fields: the Explanatory Note, the Notice of Annual Meeting (record date, meeting date, virtual credentials), the form of proxy card under Rule 14a-4, Director Nominee bios, the Summary Compensation Table (SCT), the Pay Ratio at Item 402(u), the Pay Versus Performance table at Item 402(v), and metadata.json filedAt timestamps and accession linkage.
Solicitor account teams diff the revised Notice of Annual Meeting and the Rule 14a-4 proxy card layout (vote items, ordering, withhold/abstain options) against the original DEF 14A to decide whether tabulated votes remain valid or re-solicitation is required. Advisory analysts re-run voting policy when the Explanatory Note flags changes to nominee independence, committee assignments, related-party transactions, equity plan share reserves, burn rate, or dilution, and reissue or supplement the recommendation.
Disclosure counsel uses comparable DEFR14A filings to calibrate the scope of correction, the form of the Explanatory Note, and whether re-mailing or only EDGAR re-filing under Rule 14a-6(b) is appropriate. They line-diff the DEF 14A and DEFR14A to test compliance with Rule 14a-9 and to build a Section 14(a) defense package keyed to specific paragraphs of the Explanatory Note.
Filers use prior DEFR14A submissions as templates for the cover-page caption, the Explanatory Note, the redlined proxy sections, the revised form of proxy, and the supplemental Notice. They benchmark metadata.json filedAt deltas to gauge peer turnaround relative to meeting date, check the document list for whether peers re-attached exhibits, and lift proxy-card PDF structures.
Stewardship teams at large asset managers, public pension plans, and insurance general accounts recompute votes when the corrected ballot moves. They focus on changes to the nominee slate (added, withdrawn, reclassified), the SCT and say-on-pay narrative, equity plan share requests, auditor ratification, and shareholder proposal text. Outputs feed vote-management systems for ballot override before the cutoff.
Event-driven desks read the Explanatory Note, the Background of the Merger, updated fairness opinions, revised financial projections, and the proxy card. A restated record date shifts the eligible electorate; supplemental disclosures often signal demand-letter settlements; revised projections re-anchor valuation. Activists running a slate watch for changes to universal proxy mechanics and nominee bios.
Comp consultants reload peer-group databases when the SCT, Grants of Plan-Based Awards, Outstanding Equity Awards, Pay Ratio at Item 402(u), or Pay Versus Performance at Item 402(v) is restated. They recompute realizable and realized pay, refresh dilution and run-rate analytics for equity plan proposals, and re-issue memos to compensation committees that cite peer pay.
Researchers treat DEFR14A as a population of disclosure errors. The Explanatory Note text is the primary corpus; filedAt deltas measure correction latency; pairing with downstream vote results supports studies of disclosure failure, demand-letter response patterns, and error categories (compensation tables, director independence, beneficial ownership, auditor fees).
Section 14(a), Rule 14a-9, and state breach-of-fiduciary-duty litigators cite the Explanatory Note and side-by-side DEF 14A vs. DEFR14A comparisons. Plaintiffs mine post-litigation supplemental disclosures (projections, analyst reconciliations, financial-advisor conflicts, background of the merger) for complaint templates; defense counsel uses the same record to argue mootness and to benchmark corrective scope for fee-petition responses.
Data engineering teams key on accession linkage and metadata.json filedAt to pair each DEF 14A with its superseding DEFR14A, reparse the corrected document set, and update compensation, director, meeting-calendar, and vote-results products to the as-of-meeting state. Both versions are retained for audit and time-series research.
Reviewers check whether a DEFR14A addresses prior comment letters, whether the correction was timely relative to the meeting date, and whether the Explanatory Note adequately characterizes the change. Compliance officers calibrate internal controls and train staff on when an error requires a DEFR14A versus an additional soliciting material on DEFA14A.
Each role reads a specific slice — the Explanatory Note, the Rule 14a-4 proxy card, the SCT and Item 402(u)/402(v) tables, nominee bios, the Notice's record and meeting dates, and metadata.json filedAt — and converts it into a concrete output: a reissued voting recommendation, a redlined committee memo, a complaint or mootness brief, or a refreshed downstream dataset.
DEFR14A records are most useful when treated as a corrections feed against the DEF 14A baseline. The use cases below describe operational workflows keyed to specific fields and sections of the dataset.
Proxy-data vendors and internal data-engineering teams poll the dataset on each monthly partition, key on metadata.json cik plus filedAt, and pair each accession with the most recent DEF 14A for the same registrant and meeting date. The primary HTML is reparsed to refresh director slates, Summary Compensation Table values, Pay Ratio (Item 402(u)) and Pay Versus Performance (Item 402(v)) tables, equity-plan share requests, and meeting logistics. The output is a versioned overlay (DEF 14A v0, DEFR14A v1, vN) that downstream products query as-of meeting date, with both versions retained for time-series research.
Stewardship desks at asset managers and pension plans extract the revised director-nominees section and the Rule 14a-4 form of proxy from the primary HTML, diff nominee names, ages, committee assignments, and independence classifications against the original DEF 14A, and re-run the firm's voting policy. When a nominee is added, withdrawn, or reclassified, ballots already submitted through ProxyEdge are overridden via the vote-management system before the meeting cutoff; the Explanatory Note prose is captured as the audit-trail rationale on the override.
Event-driven desks parse DEFR14As filed against deal proxies for changes to the Background of the Merger, updated fairness opinions, revised management projections, and any change to the record date in the Amended Notice of Meeting. Restated projections are re-fed into the deal model to refresh expected consideration and break-spread; a moved record date is repriced into the eligible-electorate calculation. Mootness-style supplemental disclosures (financial-advisor conflicts, analyst reconciliations) are tagged as litigation-driven and used to estimate close-date drift.
Compensation consultants and pay-research teams reload peer-group databases whenever a DEFR14A republishes the Summary Compensation Table, Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Pay Ratio, or Pay Versus Performance table. Realizable and realized pay are recomputed, equity-plan dilution and burn rate are refreshed for the affected fiscal year, and committee memos that cite peer pay are reissued. The Explanatory Note's characterization of the error (clerical, methodology, valuation assumption) becomes a tag on the corrected pay record.
Plaintiffs' and defense litigators bundle the original DEF 14A, the DEFR14A primary HTML, the Explanatory Note, and any DEFA14A supplements into a single side-by-side exhibit. Plaintiffs mine post-litigation supplemental disclosures for complaint templates; defense counsel uses the same set to argue mootness and to scope fee-petition responses. The filedAt timestamp anchors timeliness arguments relative to the meeting date and the demand letter.
Governance researchers build a population of (DEF 14A, DEFR14A) pairs by joining on cik and meeting date, then compute correction latency from the DEF 14A filedAt to the DEFR14A filedAt. The Explanatory Note text is classified into error categories (compensation tables, director independence, beneficial ownership, auditor fees, proxy-card defects, projections). Cuts by issuer size (via sic and external market-cap joins), filing agent, auditor, and post-2022 universal-proxy regime support studies of disclosure failure and proxy-litigation response patterns.
Corporate secretary and legal-ops teams treat the dataset as a template library. They search prior DEFR14As by sic and proposal type to retrieve cover-page captions, Explanatory Note wording, redlined proxy sections, supplemental Notice formats, and revised proxy-card layouts. Primary-HTML size is used as a first-pass filter to separate narrow corrections (tens of KB) from full restatements (hundreds of KB to low MB) when selecting the closest precedent.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-defr14a-files.json
This endpoint returns dataset metadata and the list of all available container files. The response includes the dataset name, description, last updated timestamp, earliest sample date, total record count, total size in bytes, form types covered, container format, and file types contained in each archive. It also provides the download URL for the entire dataset and, for every container, the container key, size, record count, last updated timestamp, and a direct download URL. Use this endpoint to monitor which containers were refreshed in the latest run and to selectively download only the containers that changed since your last sync. This endpoint does not require an API key.
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{
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"datasetId": "1f13365b-9ae0-693e-b23f-622471894074",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-defr14a-files.zip",
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"name": "Form DEFR14A Files Dataset",
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"updatedAt": "2026-04-24T03:02:07.680Z",
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"earliestSampleDate": "1994-09-01",
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"totalRecords": 6811,
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"totalSize": 408871724,
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"formTypes": ["DEFR14A"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "JSON", "HTML", "PDF"],
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"containers": [
13
{
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"downloadUrl": "https://api.sec-api.io/datasets/form-defr14a-files/2026/2026-04.zip",
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"key": "2026/2026-04.zip",
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"size": 4821736,
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"records": 38,
18
"updatedAt": "2026-04-24T03:02:07.680Z"
19
}
20
]
21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-defr14a-files.zip?token=YOUR_API_KEY
Downloads the complete Form DEFR14A Files Dataset as a single ZIP archive covering all filings from September 1994 to present. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-defr14a-files/2026/2026-04.zip?token=YOUR_API_KEY
Containers are organized as monthly ZIP archives following the YYYY/YYYY-MM.zip path pattern. Use this endpoint to fetch a single month of filings instead of the full dataset, which is useful for incremental updates. This endpoint requires an API key.
One record is a single EDGAR submission of form type DEFR14A — a revised definitive proxy soliciting materials filing — identified by its SEC accession number and packaged as a folder containing a metadata.json sidecar and the primary proxy document (HTML, plain text, or PDF). A registrant that files multiple revisions against the same shareholder meeting (Amendment No. 1, Amendment No. 2, etc.) produces one record per revision.
A DEFR14A is filed when the registrant is revising and superseding specific portions of a previously filed DEF 14A — for example, to correct a misstated record date, replace a defective proxy card, restate compensation tables, or address a Rule 14a-9 antifraud concern. A DEFA14A is filed for additional soliciting material layered on top of an unchanged DEF 14A, such as fight letters, investor presentations, press releases, or post-mailing supplements. DEFR14A signals "the existing proxy was wrong or stale and is being corrected"; DEFA14A signals "more material on top of the existing proxy."
No. JPEG, PNG, and GIF graphics referenced by the EDGAR submission — including scanned proxy-card images, Broadridge logos, signature graphics, and board photographs — are excluded from the on-disk record. They are still enumerated in the documentFormatFiles[] array of metadata.json with type: "GRAPHIC", and their canonical EDGAR documentUrl values can be used to retrieve them directly from EDGAR if needed.
The link is textual rather than structured. The Explanatory Note inside the proxy document refers to "the Proxy Statement" or "the Original Proxy Statement" by filing date, and sometimes by accession number in prose, but no field of metadata.json carries the original DEF 14A accession number. Pairing a DEFR14A with its underlying DEF 14A typically requires correlating by cik, filedAt, and the meeting date drawn from the Notice of Annual (or Special) Meeting of Stockholders, or by parsing the explanatory-note text directly.
The dataset's file types are TXT, JSON, HTML, and PDF. Modern DEFR14A records consist almost exclusively of one HTM/HTML primary document plus the metadata.json manifest. PDF appears only for the small number of older filings that used PDF as the disclosed-document format, and TXT appears for early ASCII-era filings from the 1994 – circa 2001 EDGAR era. Modern primary documents arrive in two encodings: SGML-wrapped HTML and inline-XBRL XHTML.
The dataset covers EDGAR DEFR14A submissions from September 1994 (the dataset's earliest sample date) through the present. Records are partitioned into monthly ZIP archives following the YYYY/YYYY-MM.zip path pattern, so a new container is added for each calendar month; the dataset index JSON exposes each container's updatedAt timestamp so consumers can detect refreshed months and sync incrementally rather than redownloading the full archive.
Not in metadata.json. The description field is invariant ("Form DEFR14A - Revised definitive proxy soliciting materials"), and dei:AmendmentFlag (when present in inline-XBRL) is always TRUE. The bimodal distinction must be read from the body of the proxy document — specifically the prose of the Explanatory Note. As a practical first-pass filter, the size of the primary HTML serves as a useful signal: tens of kilobytes typically indicates a narrow correction with most content incorporated by reference, while hundreds of kilobytes to low megabytes typically indicates a full restatement.
No. Exchange Act Rule 3a12-3(b) exempts foreign private issuer (FPI) securities from Sections 14(a), 14(b), 14(c), and 16, so FPIs do not file Schedule 14A or any of its variants — including DEF 14A, PRE 14A, PRER14A, DEFR14A, and DEFA14A. FPIs disclose meeting and voting matters by furnishing Form 6-K instead. The DEFR14A filer population is therefore limited to domestic operating companies, registered investment companies, business development companies, and other Section 12 registrants subject to the proxy rules.