Form PREC14A Files Dataset

The Form PREC14A Files Dataset is a structured archive of preliminary proxy statements filed in contested solicitations under Regulation 14A of the Securities Exchange Act of 1934. Each record is a single EDGAR submission — identified by its SEC accession number — that captures the dissident-side opening document of a proxy fight: the proxy statement narrative, the form of proxy card the soliciting party intends to mail, and supporting exhibits such as letters to shareholders, press releases, beneficial-ownership tables, and consents of nominees. Filers are typically dissident shareholder groups, activist hedge funds, bidders in contested business combinations, or Section 13(d) groups acting in concert against incumbent management. Coverage begins on March 1, 1994, reflecting the phase-in of mandatory EDGAR submission for proxy materials, and continues through the current refresh, with records distributed in monthly ZIP containers organized as YYYY/YYYY-MM.zip and document payloads in HTML, TXT, JSON, and PDF.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset isolates one narrow slice of Schedule 14A activity: preliminary proxy statements filed by non-management parties in opposition to management. The "PRE" prefix denotes preliminary, "14A" denotes Regulation 14A under the Exchange Act (the proxy rules), and the trailing "C" denotes "contested." The substantive content of the underlying document is a Schedule 14A proxy statement — the same disclosure framework that governs ordinary management proxies, populated in the contested setting and reviewed under the preliminary-filing path. The "preliminary" designation is procedural: Rule 14a-6(a) requires that a preliminary proxy statement copy be filed with the Commission at least ten calendar days before the definitive proxy statement (DEFC14A) is sent or given to security holders, except in certain merger and acquisition contexts that follow Rule 14a-6(a)'s exceptions.

The dataset captures the entire population of EDGAR-filed PREC14A submissions, beginning in 1994 when EDGAR proxy filings became mandatory. Earlier paper filings under Section 14(a) (in force since 1935) are outside the dataset. Records materialize as per-accession folders distributed inside monthly ZIP containers using the YYYY/YYYY-MM.zip naming pattern, with leaf folders named by the accession number with dashes stripped (accession 0001013594-25-001042 becomes folder 000101359425001042). The document file types found across the corpus are HTML, TXT, JSON, and PDF; in practice a modern PREC14A folder consists of one or more HTM/HTML proxy-statement documents plus a JSON manifest, with TXT used for the EDGAR complete-submission archive copy and PDF appearing only when the filer chose to attach a PDF rendering of the proxy or an exhibit.

Content Structure of a Single PREC14A Record

What one record represents

One record in the Form PREC14A Files Dataset is a single EDGAR submission of a preliminary proxy statement filed in connection with a contested solicitation, identified by its SEC accession number. The record materializes as a per-accession folder distributed inside a monthly ZIP container organized as YYYY/YYYY-MM.zip. Each folder contains exactly one metadata.json descriptor plus the source documents that made up the original EDGAR submission. Image attachments (JPG, GIF, PNG) are still listed in the metadata manifest but their binary payloads are excluded from the ZIP.

The contested filer is typically a dissident shareholder group, an activist hedge fund, a former insider, a competing nominator, or in some cases a registrant filing defensively. The document set typically bundles the proxy statement narrative, the form of proxy card the soliciting party intends to mail, and supporting exhibits such as letters to shareholders, press releases, beneficial-ownership tables, and consents of nominees. The cover page carries the Schedule 14A check-the-box panel that distinguishes a preliminary filing from a definitive one, identifies confidential treatment status, and flags whether the filing is being made by a person other than the registrant.

Two parallel content layers

Every record exposes two parallel content layers. The first is the structured metadata.json descriptor, which captures filing-header facts, the list of attached documents with sequence numbers and types, and the parties associated with the submission. The second is the set of physical source documents retained from the EDGAR submission, each still wrapped in EDGAR's SGML <DOCUMENT> envelope with the original <TYPE>, <SEQUENCE>, <FILENAME>, and (optionally) <DESCRIPTION> header tags framing the inner <TEXT> body. The two layers are joined by the sequence field: metadata.json -> documentFormatFiles[].sequence aligns one-to-one with the <SEQUENCE> value inside each on-disk SGML wrapper.

The metadata.json descriptor

metadata.json is the structured anatomy of the submission:

• formType — fixed at "PREC14A" for this dataset.
• accessionNo — canonical accession number with dashes (e.g., "0001013594-25-001042").
• filedAt — ISO-8601 timestamp with timezone offset recording when EDGAR accepted the filing.
• description — human-readable form description ("Form PREC14A - Preliminary proxy statements, contested solicitations").
• linkToFilingDetails — URL of the primary filing document on sec.gov.
• linkToTxt — URL of the full EDGAR submission text file, the SGML wrapper containing every attached document concatenated together.
• linkToHtml — URL of the EDGAR filing index page for the accession.
• linkToXbrl — present in the schema but empty for PREC14A, since proxy statements do not carry XBRL data.
• id — 32-character hex identifier assigned by sec-api.io for cross-referencing.
• documentFormatFiles[] — one entry per attached document in the original submission. Each entry carries sequence (string: "1", "2", ... or a single space " " for the complete-submission TXT), documentUrl, size in bytes (string-typed), type (e.g., PREC14A, EX-99.1, GRAPHIC, or blank for the full TXT bundle), and an optional description.
• entities[] — one entry per party associated with the filing. Roles are encoded into the companyName value as a parenthesized suffix such as "(Filed by)" or "(Subject)". Per-entity fields include cik, companyName, irsNo, stateOfIncorporation, fiscalYearEnd, sic, tickers[], act, fileNo, filmNo, and type. In a true contested PREC14A there are at least two distinct entities — the issuer being solicited (Subject) and the dissident filer (Filed by) — and both are preserved with their own CIKs. The presence of two distinct CIKs with (Subject) and (Filed by) suffixes is the metadata signature that distinguishes a dissident filing from a self-filed preliminary.
• seriesAndClassesContractsInformation[] — present for schema uniformity, generally empty for PREC14A (used for registered fund-series filings).
• dataFiles[] — present for schema uniformity, generally empty for PREC14A (XBRL data attachments do not apply).

The on-disk source documents

Each non-metadata file in an accession folder is a single document from the original EDGAR submission, retained in the form EDGAR distributed it. The outermost layer is the SGML <DOCUMENT> envelope:

          1
          <DOCUMENT>
        

          2
          <TYPE>PREC14A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>prec14a180degree-08052025.htm
        

          5
          <TEXT>
        

          6
          <html>... full HTML body of the preliminary proxy statement ...</html>
        

          7
          </TEXT>
        

          8
          </DOCUMENT>
        

The header tags inside this envelope have stable meaning across every record. <TYPE> is the EDGAR document type — PREC14A for the primary proxy statement and EX-99.1, EX-99.2, etc., for supporting exhibits; GRAPHIC for image attachments (whose binaries are not retained on disk). <SEQUENCE> is the 1-based index that joins back to documentFormatFiles[].sequence in metadata.json. <FILENAME> is the EDGAR-assigned filename and matches the file's name on disk. <DESCRIPTION> is an optional free-text description supplied by the filer. <TEXT> opens the inner body, which for HTML attachments is a complete <html>...</html> document and for PDF attachments is a base64/uuencoded payload bracketed by <PDF>...</PDF> tags.

Internal structure of the proxy statement document

The primary PREC14A document inside the <TEXT> body follows the Schedule 14A disclosure architecture, populated for the contested setting. The typical ordering is:

1. Cover page (Schedule 14A facing sheet). Carries the registrant name, the soliciting party's name, address, the filing-fee computation block, and the Schedule 14A checkboxes — preliminary vs. definitive proxy, confidential preliminary copy for staff use only (Rule 14a-6(e)(2)), definitive additional materials, soliciting material under Rule 14a-12, and amendment indicators. A separate panel identifies whether the filing is by the registrant or by another person; a contested PREC14A checks the latter and identifies the soliciting party and the subject company.
2. Notice of meeting (or special meeting) being contested. Identifies the meeting date, record date, location/virtual format, and the matters subject to a vote.
3. Letter to shareholders from the soliciting party. A narrative addressed directly to security holders explaining the dissident's case for change — typically dissatisfaction with incumbent board performance, capital allocation, governance, M&A posture, or strategic direction.
4. "Background of the Solicitation." A chronological recital of the soliciting party's interactions with the issuer — correspondence, settlement discussions, prior nominations, prior public statements, and any litigation.
5. Proposals to be acted upon. Each contested proposal is presented with the dissident's recommendation. In a board contest this section presents the dissident's slate; other contests address bylaw amendments, governance changes, asset sales, "vote against" recommendations on management proposals, or shareholder proposals under Rule 14a-8.
6. Information about the dissident's nominees (board contests). Biographies, ages, principal occupations for the past five years, public-company directorships, qualifications, transactions with the issuer, related-party relationships, and any legal proceedings disclosed under Item 401 of Regulation S-K and Item 7 of Schedule 14A.
7. Information about the participants in the solicitation. Required by Item 5(b) of Schedule 14A and Instruction 3 to Item 4, identifying every "participant" (as defined in Instruction 3 to Item 4 of Schedule 14A and informed by Rule 14a-1), their employment history, associates, and any arrangements or understandings between participants.
8. Security ownership of the participants and nominees. Tabular disclosure of beneficial ownership in the issuer's securities, transactions in those securities during the past two years, hedging arrangements, and any margin or pledge arrangements — required by Item 5(b)(1)(iii)–(viii) of Schedule 14A.
9. Voting procedures and proxy mechanics. How to vote the dissident's proxy card, revocation procedures, and tabulation rules. Contested proxy cards are conventionally distinguished by color (commonly "BLUE" for the dissident and "WHITE" for the registrant, though "GOLD" and other choices appear).
10. Solicitation expense disclosure. Estimated cost of the solicitation, who is bearing it, whether reimbursement from the issuer will be sought (typically conditional on a successful vote), and identification of any proxy solicitor retained.
11. Other matters, appraisal/dissenters' rights where applicable, and forward-looking-statement legends.
12. Form of proxy card. Typically appended at the end of the proxy statement or filed as a separately sequenced exhibit. The card lists the contested proposals, the dissident's nominees, voting instructions, and — for meetings on or after September 1, 2022 subject to Rule 14a-19 (the universal-proxy regime) — also lists the registrant's nominees so that shareholders can mix and match on a single universal card.
13. Exhibits. Letters to shareholders, press releases, written consents of nominees (Rule 14a-19(b) requires nominee consents in universal-proxy contests), prior Schedule 13D filings cross-referenced, and any litigation papers — each filed as its own sequenced <DOCUMENT> block with a <TYPE> such as EX-99.1, EX-99.2, etc.

The proxy statement is overwhelmingly narrative and tabular: long blocks of disclosure prose interleaved with ownership tables, transaction-history tables, biographical tables, and the proxy-card grid.

Included content

The dataset preserves, for each record: the metadata.json descriptor; the primary PREC14A document; every textual exhibit attached to the original submission (EX-99.x letters, press releases, consents, schedules); the complete-submission TXT file when EDGAR generated one as a sequenced attachment; and any PDF rendering the filer attached. The full SGML <DOCUMENT> wrapper is retained around each file, exposing the original EDGAR header tags.

Excluded or separate content

Image attachments referenced by the documents — JPG, GIF, and PNG files such as logos, photographs, performance charts, and infographics — remain listed in documentFormatFiles[] (with type of GRAPHIC), but their binary payloads are not physically present in the ZIP. Definitive proxy statements (DEFC14A), revised preliminaries (PRRN14A), additional soliciting material (DFAN14A, PX14A6G, DEFA14A), and Schedule 13D filings made by the same dissident in the same campaign are separate filings under their own form types and are not part of a PREC14A record. Cross-referenced or incorporated-by-reference materials residing in other EDGAR filings are likewise not bundled into the record.

Changes in required content over time

Schedule 14A's substantive disclosure framework has been refined repeatedly since EDGAR proxy filings began in 1994, and several rule changes materially affect the content of PREC14A filings:

• Rule 14a-12 (October 2000). The SEC liberalized pre-commencement communications, allowing soliciting parties to issue written soliciting material before a complete proxy statement was on file, subject to a same-day filing requirement. This changed the typical exhibit profile of a PREC14A — earlier filings tend to present the proxy statement as a self-contained whole, while post-2000 filings frequently include a long trail of prior Rule 14a-12 communications attached as EX-99.x exhibits.
• Item 5 / participant disclosure refinements. Successive amendments tightened the required disclosure for "participants in the solicitation," with progressively more granular disclosure of two-year transaction histories, hedging arrangements, and pledging.
• Universal proxy (Rule 14a-19), effective for meetings held after August 31, 2022. This is the most consequential structural change for contested-solicitation proxy cards. Both the registrant and the dissident must list every nominee — their own and the opposing slate's — on a single universal card. The dissident must give the registrant a Rule 14a-19(b) notice no later than 60 calendar days before the anniversary of the prior year's annual meeting (or other deadline specified by Rule 14a-19), include statements that the dissident intends to solicit holders of at least 67% of the voting power, and file the definitive proxy statement and form of proxy at least 25 calendar days before the meeting (Rule 14a-19(a)(3)). Post-September-2022 PREC14A filings therefore contain an expanded form-of-proxy section, the Rule 14a-19(b) notice content, the bona fide solicitation representations, and the required nominee consents.
• Pay-versus-performance, clawback, insider-trading-policy, and cybersecurity disclosure items added under Items 402, 408, and related rules during 2022–2024 generally do not bind the dissident's proxy statement directly, but they shape the issuer's contemporaneous DEF 14A and are frequently referenced — or attacked — in the dissident's narrative.

Changes in data format over time

PREC14A filings traverse the same EDGAR format-evolution arc as other Schedule 14A documents. The earliest filings, from 1994 onward through the late 1990s, are plain-ASCII submissions: the SGML <DOCUMENT> wrapper still appears, but the inner <TEXT> body is line-wrapped ASCII with manually rendered tables built out of spaces, dashes, and pipe characters. HTML attachments became prevailing through the 2000s, and modern filings are essentially HTML throughout, with inline styling, embedded tables, and references to image assets. PDF attachments appear sporadically as supplementary exhibits (color graphics, scanned consent letters, investor presentations).

Interpretation notes

A few nuances are important when working with PREC14A records.

• Self-filed preliminaries. The form designator alone does not guarantee a contested solicitation: an issuer may self-file a preliminary proxy under PREC14A as a defensive or precautionary measure, in which case the issuer appears in entities[] as both Subject and Filed by, and the document content reads as a conventional management proxy statement. The reliable signal of a true dissident filing is the presence of two distinct entities[] rows with (Subject) and (Filed by) role suffixes pointing to different CIKs.
• SGML wrapper handling. Because the on-disk files retain the EDGAR <DOCUMENT> envelope, any text-extraction pipeline must strip the SGML wrapper before parsing inner HTML. Conversely, the wrapper is a useful structural cue for splitting concatenated complete-submission TXT files into their constituent documents.
• Campaign continuity across form types. The same filer typically submits multiple filings during a single contest — PREC14A, possibly PRER14A (revised preliminary), DEFC14A (definitive contested), DFAN14A (definitive additional materials), Rule 14a-12 communications, and parallel Schedule 13D amendments — under different form types. A complete view of one solicitation campaign requires joining across form types on the soliciting party's CIK and the subject issuer's CIK.
• Exhibit numbering vs. sequence. The exhibit number embedded in <TYPE> (e.g., EX-99.1, EX-99.2) is filer-determined and not always consecutive across submissions. Use sequence rather than the exhibit number as the canonical ordering field.
• Locating the proxy card. The form of proxy is the structurally distinct content most often required for downstream analysis (slate composition, contested proposals, card color, universal-proxy compliance). It can appear inside the primary PREC14A document (typically near the end) or as a separately sequenced exhibit, depending on how the filer chose to bundle the submission. Locating it reliably requires scanning for both the in-document proxy-card block and any sequenced exhibit whose <TYPE> or <DESCRIPTION> indicates a form of proxy.
• No XBRL. Proxy statements are not subject to the XBRL/iXBRL mandates that apply to Form 10-K, 10-Q, and similar filings, so linkToXbrl and dataFiles[] are empty and no inline-XBRL extraction step is meaningful for PREC14A records.

Who Files or Publishes This Dataset, and When

Who files the record

Each record is a preliminary proxy statement filed in a contested solicitation under Regulation 14A of the Securities Exchange Act of 1934. The filer is the soliciting person, which in nearly all cases is a party other than the registrant's incumbent management. The "C" in PREC14A signals that the solicitation is opposed to, or in competition with, another solicitation — typically management's.

Typical filer types:

• Dissident shareholders and shareholder groups running a competing slate of director nominees.
• Activist hedge funds and investment advisers seeking board seats, governance changes, a strategic transaction (sale, spinoff, recapitalization), or defeat of a pending deal.
• Bidders and counter-bidders soliciting proxies to support or block a contested business combination.
• Section 13(d) groups acting in concert, where multiple natural persons, partnerships, LLCs, and affiliated funds are named jointly as participants.
• Registrants, occasionally, when management's own preliminary proxy is filed in a contested context. In ordinary practice, however, management uses PRE 14A (or PREM14A for transactions) and the dissident uses PREC14A.

The EDGAR filer is the soliciting person. The subject company — the issuer whose securities are being voted — is named on the cover but is not the filer when the PREC14A originates from a dissident. Beneficial-ownership and transaction disclosures in the filing describe the soliciting party and its participants, not the issuer's officers and directors.

When the record is created or required

Filing is event-driven, not periodic. A PREC14A is required whenever a soliciting person intends to solicit proxies, consents, or authorizations from holders of a class of securities registered under Section 12 of the Exchange Act, in a context that is contested. Common triggers:

• a contested election of directors,
• a contested vote on a merger, acquisition, asset sale, or other extraordinary transaction,
• a consent solicitation in opposition to management,
• any other matter where the soliciting party is opposed to the registrant's position.

Timing under Rule 14a-6(a). The preliminary proxy statement must be filed with the Commission at least 10 calendar days before definitive copies are first sent or given to security holders. The exemptions from preliminary filing in Rule 14a-6(a) (uncontested director elections, approval of accountants, certain Rule 14a-8 shareholder proposals) do not apply to contested solicitations, so the 10-day preliminary review window always applies to PREC14A. SEC staff may review and comment during that window. After review, the soliciting person files the DEFC14A (definitive contested proxy statement) before mailing.

Filings cluster around annual-meeting season (late winter through spring) but can appear at any time in connection with special meetings, written-consent solicitations, or transactional votes.

Schedule 14A participant disclosure. Because the filing is contested, Schedule 14A requires expanded disclosure of participants in the solicitation under Item 4(b) (identity and background of participants, governed by Instruction 3 to Item 4) and Item 5(b) (interest of participants — beneficial ownership, transactions in the registrant's securities during the past two years, contracts and arrangements concerning the registrant). Where directors are being nominated, Item 7 disclosures about each nominee apply. The form of proxy filed with the statement must comply with Rule 14a-4.

EDGAR electronic filings of PREC14A begin in 1994, reflecting the phase-in of mandatory EDGAR submission. Earlier paper filings under Section 14(a) (in force since 1935) are outside this dataset.

Important distinctions

• PRE 14A vs PREM14A vs PREC14A. PRE 14A is a registrant's preliminary proxy for routine matters; PREM14A is a registrant's preliminary proxy involving a merger, acquisition, or similar transaction; PREC14A is a preliminary proxy in a contested solicitation. The "C" code denotes the contested character, not which side files — though in practice the dissident is the filer.
• PREC14A vs DEFC14A. PREC14A is the preliminary version filed for staff review; DEFC14A is the definitive version actually mailed to security holders. Both are stages of the same contested solicitation.
• PREC14A vs PRRN14A. PRRN14A is a revised non-management preliminary proxy, used by a non-registrant filer (typically a dissident) to file an amended preliminary version after the initial PREC14A. Initial preliminary contested statements live in this dataset; revised non-management versions are coded PRRN14A.
• PREC14A vs DFAN14A. DFAN14A covers definitive additional soliciting materials by non-management persons — press releases, investor presentations, fight letters, websites — which supplement but do not replace the proxy statement.
• PREC14A vs PX14A6G. Communications submitted under the Rule 14a-2(b)(1) exempt solicitation framework are notices of exempt solicitation filed on PX14A6G, not PREC14A, and are not in this dataset.
• Soliciting person vs subject company. The EDGAR filer is the soliciting party. The issuer whose shareholders are being solicited is the subject company and generally a separate entity; ownership and transaction disclosures concern the soliciting side.
• Group filers. When multiple persons act in concert as a Section 13(d) group, a single PREC14A typically names each participant, and Schedule 14A participant-disclosure requirements apply to each named participant.
• Foreign private issuers. FPIs are exempt from Regulation 14A under Rule 3a12-3(b), so contests over their securities rarely produce PREC14A filings; such contests proceed under home-country rules.
• Investment companies. Registered funds use Schedule 14A as modified by Investment Company Act rules. Contested fund proxies (for example, closed-end fund board contests) do appear on PREC14A on the same terms as operating-company contests.

How This Dataset Differs From Similar Datasets or Filings

PREC14A sits inside a dense family of Regulation 14A filings. Distinguishing it requires separating it from other Schedule 14A variants, activist ownership disclosures, campaign communications, and issuer-side reports of the same contest.

Closest related Schedule 14A filings

PRE 14A (non-contested preliminary proxy)

Filed by the registrant when at least one agenda item is non-routine (charter amendments, equity plans, auditor changes). Same preliminary status and Schedule 14A structure as PREC14A, but issuer-filed and not adversarial. PRE 14A does not imply a proxy fight; PREC14A almost always does.

DEF 14A (definitive management proxy)

The definitive annual or special-meeting proxy filed by management, containing executive compensation, nominees, audit disclosures, and shareholder proposals. It is the management counterpart to a contest, not a substitute for Form PREC14A. A full picture of a contested vote requires both the issuer's DEF 14A and the dissident's PREC14A/DEFC14A.

DEFC14A (definitive contested proxy)

The definitive successor to PREC14A, filed after staff review and revisions and used as the version actually mailed to shareholders. PREC14A captures the dissident's initial framing; DEFC14A captures the operative final version. Comparing the two reveals slate changes, revised vote standards, and shifts in argument.

PREM14A and DEFM14A (merger proxies)

Issuer-filed preliminary and definitive proxies for mergers, acquisitions, and other extraordinary transactions requiring a shareholder vote. The "M" series (DEFM14A) is transaction-driven and filed by the registrant; the "C" series is contest-driven and filed in opposition. A hostile bid can produce both simultaneously, with the target on the M track and the bidder on the C track.

PRRN14A and DFRN14A (revised non-management proxies)

Revised preliminary and definitive proxy statements filed by non-management persons. Used when a dissident updates its statement after staff comments, slate changes, or management amendments. PREC14A typically captures the opening filing; PRRN14A/DFRN14A capture iterative revisions. A complete contest history requires combining these with PREC14A and DEFC14A.

PRER14A (revised non-contested preliminary)

The revision counterpart to PRE 14A. Issuer-filed and not adversarial. Distinct from PRRN14A, which is the dissident-side revision.

PREN14A (non-management, non-contested preliminary)

Same non-management filer population as PREC14A, but the solicitation is not "in opposition" under Rule 14a-12. The closest non-contested cousin of PREC14A; the boundary turns on whether the soliciting party is opposing management's slate or proposals. (PREN14A.)

DFAN14A (additional soliciting material, non-management)

Press releases, investor presentations, shareholder letters, and supplemental analyses circulated by the dissident during a campaign, after a proxy is on file. Tactical and ongoing, while PREC14A is the formal structural filing. A campaign typically generates one PREC14A/DEFC14A pair and many DFAN14As.

PX14A6G (exempt solicitation under Rule 14a-6(g))

Used by persons soliciting votes without seeking proxy authority, often smaller activists, governance groups, or proposal proponents. PX14A6G filers are not running a proxy card; PREC14A filers are. Different mechanism, different filer profile, no proxy card included. (See Rule 14a-6(g).)

Activist ownership disclosures

Schedule 13D and 13D/A

Filed by beneficial owners of more than 5% of a voting class with non-passive intent. Typically the precursor to a PREC14A: the activist crosses 5%, files 13D, then files PREC14A when the campaign escalates to a proxy fight. 13D is short-form and centered on ownership, intent, and contracts; PREC14A is a full proxy statement with vote mechanics, nominee bios, and arguments. Complementary, not overlapping in content. (13D/A.)

Schedule 14N (proxy access nominees)

Filed by shareholders nominating directors through a company's proxy access bylaw. 14N nominees appear on the company's own proxy card under a bylaw process; PREC14A nominees appear on the dissident's separate card in a contest. Strategic alternatives, but the underlying mechanism and document content are different. (Schedule 14N.)

Issuer-side reporting of contests

Form 8-K

Issuers use Items 5.02, 5.07, 8.01, and occasionally 1.01 to announce nominations, settlements, board changes, and standstills tied to contests. Event-driven and short, capturing discrete milestones. PREC14A captures the dissident's full narrative and slate; 8-Ks capture issuer-side outcomes. (Form 8-K.)

Form 10-K and issuer DEF 14A

Issuers may describe contests in 10-K risk factors, legal proceedings, or subsequent events, and more substantively in their own DEF 14A governance and nomination sections. These give management's framing only and lack the dissident's case, slate detail, and supporting exhibits.

Boundary summary

The PREC14A Files Dataset isolates one narrow slice of Schedule 14A: preliminary proxy statements filed by non-management parties in opposition to management. It is distinct from:

• management proxies (PRE 14A, PRER14A, DEF 14A)
• transaction proxies (PREM14A, DEFM14A)
• later-stage or revised dissident filings (DEFC14A, PRRN14A, DFRN14A)
• non-opposition non-management proxies (PREN14A)
• campaign communications (DFAN14A, PX14A6G)
• ownership disclosures around contests (Schedules 13D, 14N)
• issuer-side event and governance reports (8-K, 10-K, issuer DEF 14A)

It captures the formal opening document of a proxy fight in full original form, with exhibits and the form of proxy intact. No adjacent dataset substitutes for it when the research question concerns how dissidents construct their initial case to shareholders.

Who Uses This Dataset

PREC14A is the dissident-side primary record of contested proxy solicitations: the activist's case for change, nominee slate, ownership and derivative exposure, and procedural posture in one filing. The user base is narrow and professional, clustered around the activist side, the defense side, the intermediaries, and the analysts of contest outcomes.

Activist hedge funds and activist research desks

Strategy and research staff mine prior PREC14A filings to benchmark how dissidents structure campaigns. They focus on the "Reasons for the Solicitation" narrative, nominee biographies and skills matrices, the participants' beneficial-ownership and derivative tables, and the proposals on the ballot. The corpus supports argument-pattern libraries (operational, governance, capital allocation, strategic review), nominee-profile templates, and win/loss base rates when joined to definitive proxies and settlement disclosures.

Shareholder-activism and M&A counsel

Dissident disclosure counsel and issuer-side defense counsel both use the dataset as a precedent bank. They study how prior filers handled group-status disclosure, participant lists, nominee litigation and disciplinary history, advance-notice bylaw interactions, universal proxy card formatting, and form-of-proxy language. Outputs include drafting precedents, comment-letter responses, and motion practice in proxy litigation.

Proxy solicitors

Solicitation firms read the participant exhibits, solicitation-method disclosures, and the timing gap between preliminary and definitive filings to reconstruct campaign mechanics. They use the dataset to size staffing, structure fee proposals, calibrate vote-projection assumptions, and design broker, bank, and institutional outreach plans for live mandates.

Proxy advisors and governance research providers

Governance analysts treat PREC14A as the dissident-side input feeding vote recommendations on contested ballots. They extract the case for change, nominee qualifications, alignment-of-interest terms (lock-ups, compensation arrangements with the dissident), and proposal text, then pair it with the issuer's DEF 14A or DEFC14A for side-by-side analysis. The historical archive supports policy calibration and back-testing of past recommendations.

Event-driven and merger-arbitrage funds

Event-driven PMs and arb analysts treat new PREC14A filings as triggering events and use the historical corpus to model base rates: settlement probability, seats-won probability, time from preliminary to definitive, and the disclosed economic exposure (common plus swaps, options, and other derivatives) typical of winning versus losing dissidents. Beneficial-ownership and synthetic-exposure tables feed position sizing and hedging directly.

Sell-side governance and special-situations analysts

Sell-side analysts covering governance, special situations, and individual sectors write event notes the day a contest is launched and thematic notes on activism trends. They prioritize dissident identity, stake size and composition, nominee backgrounds, and any change-of-control or strategic-review demands. The dataset feeds coverage-list screens for at-risk names and trading-desk briefings.

Corporate secretaries, IR, and in-house governance teams

At potential targets, corporate secretaries, IR leads, and in-house counsel use the corpus for vulnerability assessment and tabletop rehearsal. They study underperformance arguments used in their sector, exploited board-composition gaps, universal proxy tactics, and the tone and cadence of dissident fight letters and investor presentations. Outputs include board-refreshment policy, independent-director benches, and shareholder-engagement proxy access bylaw and shareholder-engagement playbooks.

Academic governance and policy researchers

Researchers studying activism, board independence, universal-proxy effects, and contested-election outcomes use the 1994-onward archive as a structured corpus. They extract dissident and target identifiers, filing dates, proposal types, nominee counts, and ownership disclosures to build longitudinal datasets. Policy analysts use the same corpus to quantify behavioral shifts around Regulation 14A and universal-proxy transitions.

Regulators and market-surveillance staff

Securities regulators and self-regulatory staff use PREC14A filings to check Schedule 14A compliance, participant-disclosure adequacy, and consistency between dissident ownership claims and the same parties' Schedule 13D filings. The dataset supports comment-letter workflows, enforcement screening for misleading solicitation materials, and rulemaking impact analysis.

Data journalists covering activism and corporate control

Reporters covering activism, governance, and contested M&A use the dataset to identify new contests, reconstruct campaign timelines, and quote directly from dissident materials. They draw on the cover letter, reasons-for-solicitation narrative, nominee biographies, and disclosed board correspondence, and use the archive for trend pieces on activism intensity and tactical evolution.

LLM and RAG developers

Teams building governance, voting, and event-driven tools use the PREC14A corpus for training and evaluation: classifying demand types (board seats, sale, capital return, strategy review), extracting nominee tables, parsing derivative-inclusive ownership disclosures, and linking participants across filings. The mix of TXT, HTML, and PDF documents across three decades also stress-tests parsers on long, exhibit-heavy submissions.

Specific Use Cases

Concrete workflows the Form PREC14A Files Dataset supports.

Building a contested-campaign event database

Event-driven and merger-arbitrage analysts parse metadata.json across the archive to extract (Subject CIK, Filed-by CIK, filedAt) tuples and join them to subsequent DEFC14A, DFAN14A, and 8-K filings on the same CIK pair. The output is a campaign-level table with preliminary-to-definitive intervals, settlement timestamps, and outcome flags that feeds base-rate models for seat counts, settlement probability, and holding period.

Extracting dissident nominee slates and biographies

Proxy advisors and governance researchers locate the form-of-proxy block (either inside the primary PREC14A document or in a sequenced EX-99.x exhibit) and the "Information about the Nominees" section to pull each nominee's name, age, principal occupation, prior directorships, and disclosed legal proceedings. The output is a structured nominee roster used for vote-recommendation memos and a longitudinal database of activist director profiles.

Mining beneficial ownership and derivative exposure

Activist research desks and event-driven funds extract the participant ownership tables — common shares, options, swaps, pledges, and two-year transaction history — from the primary proxy document. The result is a panel of dissident economic exposure at campaign launch, used for position sizing, hedging design, and benchmarking which exposure profiles correlate with successful outcomes.

Universal-proxy compliance auditing

Counsel and proxy solicitors filter to filings dated after September 1, 2022 and inspect the form-of-proxy section for Rule 14a-19(b) notice content, the 67% solicitation representation, the inclusion of registrant nominees on the dissident card, and attached nominee consents. The output is a compliance checklist and a corpus of drafting precedents for live mandates.

Argument-pattern libraries from "Reasons for the Solicitation"

Activist strategy teams and sell-side governance analysts segment the narrative sections — letter to shareholders, "Background of the Solicitation," and "Reasons for the Solicitation" — and tag them by demand type (board change, capital return, sale process, strategic review, governance reform). The output is a precedent library mapping argument structures to issuer characteristics and outcomes, used for campaign drafting and at-risk-issuer screens.

Cross-form campaign reconstruction

Researchers and journalists join PREC14A records to the same dissident's Schedule 13D, Rule 14a-12 communications, PRRN14A revisions, DEFC14A, and DFAN14A filings on the soliciting party's CIK and subject CIK. The output is a chronological campaign file used for trend reporting, academic event studies, and tabletop rehearsals at potential target companies.

Training data for governance LLMs and RAG systems

Model developers use the SGML-wrapped HTML, TXT, and PDF documents — spanning ASCII filings from the 1990s to modern HTML with inline tables — as training and evaluation data for tasks such as nominee-table extraction, demand classification, participant linking across filings, and proxy-card parsing. The exhibit-heavy, multi-decade format mix doubles as a stress test for document-splitting and table-extraction pipelines.

Dataset Access

The Form PREC14A Files Dataset is accessible through three endpoints: a JSON index for metadata, a full archive download, and per-container monthly downloads.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-prec14a-files.json

This endpoint returns dataset-level metadata and the list of all available container files. It is useful for monitoring which monthly containers were updated in the most recent refresh run, so a daily sync job can decide which containers to re-download. This endpoint does not require an API key.

The response includes the dataset name, description, last updated timestamp, earliest sample date (1994-03-01), total records, total size in bytes, covered form types (PREC14A), container format (ZIP), and content file types (TXT, JSON, HTML, PDF). It also includes the full dataset download URL and an array of containers, each with its own key, downloadUrl, size, records, and updatedAt timestamp.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6952-9790-8d33b6b03eb5",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-prec14a-files.zip",
        

          4
            "name": "Form PREC14A Files Dataset",
        

          5
            "updatedAt": "2026-05-05T02:49:09.708Z",
        

          6
            "earliestSampleDate": "1994-03-01",
        

          7
            "totalRecords": 3384,
        

          8
            "totalSize": 155177062,
        

          9
            "formTypes": ["PREC14A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-prec14a-files/2026/2026-04.zip",
        

          15
                "key": "2026/2026-04.zip",
        

          16
                "size": 2845172,
        

          17
                "records": 12,
        

          18
                "updatedAt": "2026-05-05T02:49:09.708Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-prec14a-files.zip?token=YOUR_API_KEY

Use this URL to download the complete dataset as a single ZIP archive containing all monthly containers from March 1994 to the latest refresh. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-prec14a-files/2026/2026-03.zip?token=YOUR_API_KEY

Each monthly container is available as a standalone ZIP file at the key path returned by the index JSON, following the YYYY/YYYY-MM.zip pattern. Download individual containers to fetch only the months you need rather than the full archive. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers EDGAR Form PREC14A — preliminary proxy statements filed in connection with contested solicitations under Regulation 14A of the Securities Exchange Act of 1934. The "PRE" prefix denotes preliminary, "14A" denotes the proxy rules, and the trailing "C" denotes contested.

What does one record in this dataset represent?

One record is a single EDGAR submission of a PREC14A filing, identified by its SEC accession number. Each record materializes as a per-accession folder containing a metadata.json descriptor plus the source documents from the original EDGAR submission — the primary proxy statement, any textual exhibits, and the complete-submission TXT file when EDGAR generated one.

Who is required to file Form PREC14A?

The filer is the soliciting person in a contested solicitation — typically a dissident shareholder group, an activist hedge fund, a bidder or counter-bidder in a contested business combination, or a Section 13(d) group acting in concert. Registrants occasionally file PREC14A defensively, but in ordinary practice management uses PRE 14A or PREM14A while the dissident uses PREC14A.

When must a PREC14A be filed?

Filing is event-driven, not periodic. Under Rule 14a-6(a), the preliminary proxy statement must be filed with the Commission at least 10 calendar days before definitive copies (filed as DEFC14A) are first sent or given to security holders. Filings cluster around annual-meeting season (late winter through spring) but can appear at any time in connection with special meetings, written-consent solicitations, or transactional votes.

What time period does the dataset cover?

The dataset begins on March 1, 1994, reflecting the phase-in of mandatory EDGAR submission for proxy materials, and continues through the current refresh. Earlier paper filings under Section 14(a) (in force since 1935) are outside the dataset.

What file formats are included in the dataset?

Records are delivered inside monthly ZIP containers organized as YYYY/YYYY-MM.zip. Inside each accession folder, document file types are HTML, TXT, JSON, and PDF. Image attachments (JPG, GIF, PNG) referenced in documentFormatFiles[] are listed in the manifest but their binary payloads are excluded from the ZIP.

How does PREC14A differ from DEFC14A and PRRN14A?

PREC14A is the preliminary contested proxy filed for staff review; DEFC14A is the definitive successor actually mailed to security holders; PRRN14A is a revised non-management preliminary version filed when the dissident updates its statement after staff comments, slate changes, or management amendments. The PREC14A Files Dataset captures only the initial preliminary filing — DEFC14A and PRRN14A are separate form types and live outside this dataset.

Does this dataset include XBRL data?

No. Proxy statements are not subject to the XBRL/iXBRL mandates that apply to 10-K, 10-Q, and similar filings, so the linkToXbrl field is empty and dataFiles[] is generally empty for PREC14A records.