Form PRES14A Files Dataset

The Form PRES14A Files Dataset is a structured collection of preliminary proxy statements filed on EDGAR for special (non-annual) shareholder meetings under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-6 thereunder. Each record represents one PRES14A submission — the preliminary proxy statement as filed with the SEC at least ten calendar days before definitive copies are sent to shareholders — bundled as an accession-keyed folder containing a metadata.json manifest and the primary Schedule 14A proxy-statement document. Filers are domestic operating companies and registered investment companies subject to the proxy rules that have called a special meeting whose agenda includes at least one matter outside the Rule 14a-6(a) enumerated safe harbor (mergers, charter amendments, recapitalizations, reverse splits, new investment advisory agreements, 12b-1 plan amendments, and similar off-cycle items). The dataset covers PRES14A submissions filed on EDGAR from January 1994 to the present, distributed as monthly ZIP containers in a <year>/<year>-<month>.zip layout.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures every PRES14A submission accepted by EDGAR from January 1994 forward, when electronic filing of these materials became mandatory. Each record corresponds to a single preliminary proxy statement issued under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-6 for a special (non-annual) meeting of shareholders. Earlier preliminary special-meeting proxy statements existed in paper under the same Section 14(a) / Rule 14a-6 framework but are not part of this electronic dataset.

On disk, a record is one accession-keyed folder named with the 18-digit EDGAR accession number with hyphens stripped (for example 000091205702013549). The folder holds two artifacts: a metadata.json describing the EDGAR submission, and one primary proxy-statement document carrying the Schedule 14A content. Records are grouped into monthly ZIP containers laid out as <year>/<year>-<month>.zip; each archive unpacks to a month-named directory that contains the accession folders for the PRES14A submissions received by EDGAR during that month. The file types found in the dataset are TXT, JSON, HTML, and PDF, with the JSON manifest plus a single HTM or TXT proxy body dominating in practice.

PRES14A is the preliminary version of a proxy statement soliciting shareholder votes on matters to be decided at a special meeting. Rule 14a-6 requires preliminary materials to be filed with the SEC at least ten calendar days before definitive materials are mailed, allowing staff review of the proposed solicitation. Substantive content is governed by Schedule 14A (Rule 14a-101), which prescribes the cover-page layout, the items of information required (proposal descriptions, beneficial-ownership disclosure, executive-compensation context where relevant, voting procedures, board recommendations), and the calculation and disclosure of any Rule 14a-6(i) filing fee. Because the filing is preliminary, the document characteristically carries placeholder fields — record dates rendered as _____, 2002, blank meeting times, unspecified mailing dates — that will be populated in the corresponding definitive proxy statement (DEF 14A or DEFS14A, out of scope for this dataset) before mailing. Treat such blanks as expected, not as data errors.

Content Structure of a Single Record

Folder layout of one record

Each accession-numbered folder contains exactly:

1. metadata.json — a flat JSON object describing the EDGAR submission and its constituent documents.
2. The primary proxy-statement document — the <TYPE>PRES14A document from the submission, named arbitrarily by the filer. Observed filename styles include a2075689zpres14a.htm, c23898_pres14a.txt, and glopreproxy.txt. The filename is not normalized; the authoritative identifier of the document is the <TYPE> token in the SGML wrapper, mirrored by formType and documentFormatFiles[*].type in metadata.json.

The primary document carries either an .htm or a .txt extension reflecting HTML-tagged versus plain-ASCII submission; both extensions occur across the 1994-present span.

Documents that EDGAR classifies as graphics (signature scans, logos, performance-graph images) are referenced in metadata.json with absolute documentUrl links on sec.gov but are not copied locally. The full SGML complete-submission text file is similarly referenced via linkToTxt but not bundled, since its content duplicates the primary document and any associated documents. The dataset's local copy is intentionally metadata.json plus the single primary PRES14A document.

metadata.json field anatomy

metadata.json is a flat JSON object with the following top-level fields:

• formType — always the literal "PRES14A".
• accessionNo — the EDGAR accession number in canonical hyphenated form (e.g. "0000912057-02-013549"); the folder name is the same value with hyphens removed.
• linkToFilingDetails — absolute URL on sec.gov to the primary proxy document.
• description — the static human-readable form description "Form PRES14A - Preliminary proxy statements, special meeting".
• linkToTxt — URL of the full SGML complete-submission text file on EDGAR.
• linkToHtml — URL of the EDGAR filing-index HTML page that lists every document in the submission.
• linkToXbrl — an empty string ""; PRES14A submissions do not carry XBRL.
• filedAt — ISO-8601 timestamp with timezone offset for EDGAR receipt time (e.g. "2002-04-04T00:00:00-05:00").
• periodOfReport — date-only string carrying the upcoming special-meeting date (e.g. "2002-05-22").
• id — 32-hex-character stable record identifier.
• documentFormatFiles — array, one element per document in the EDGAR submission.
• dataFiles — array, consistently empty ([]) for PRES14A, since no associated data files are produced.
• entities — array of filer/registrant entity objects.

documentFormatFiles[*]

Each element describes one document in the submission with five fields:

• sequence — string ordering value: "1" for the primary proxy document, higher integers for exhibits and graphics, and a single space " " for the complete-submission text file. Parsers should handle the literal-space value explicitly rather than coerce to null.
• size — byte count as a string (e.g. "187833").
• documentUrl — absolute URL on sec.gov.
• description — filer-supplied free-text label (e.g. "PRE 14A", "PRELIMINARY PROXY STATEMENT--SPECIAL MEETING", "G262612.JPG", "Complete submission text file").
• type — EDGAR document-type code ("PRES14A" for the primary document, "GRAPHIC" for image exhibits, " " for the complete-submission entry).

The element with sequence: "1" is the primary PRES14A document; its documentUrl matches linkToFilingDetails. The element with sequence: " " and description: "Complete submission text file" matches linkToTxt. Remaining elements describe exhibits and graphics that are referenced but not bundled locally.

entities[*]

Each entity object describes one filer participating in the submission. Observed keys include:

• companyName — registrant name with the trailing role marker included (e.g. "SUNAMERICA SERIES TRUST (Filer)").
• cik — zero-padded 10-digit CIK string.
• type — form-type code for this entity's role ("PRES14A").
• act — Securities Act code ("34" for the 1934 Act).
• fileNo — SEC file number (e.g. "001-11388" for operating companies, "811-07238" for registered investment companies).
• filmNo — EDGAR film number.
• irsNo — IRS Employer Identification Number (digits only).
• fiscalYearEnd — MMDD string.
• sic — SIC code concatenated with its human-readable industry label, HTML-entity-encoded (e.g. "3845 Electromedical & Electrotherapeutic Apparatus").
• stateOfIncorporation — two-letter state code.
• tickers — array of trading-symbol strings.

The schema is sparse: keys appear only when EDGAR has a value for them. Operating-company filers typically carry sic and tickers; investment-company filers (mutual-fund trusts and similar) typically omit sic and tickers and carry an 811-* fileNo instead. Foreign-domiciled registrants may omit stateOfIncorporation.

The primary proxy-statement document

Whether the file extension is .htm or .txt, every primary document is wrapped in the SEC's SGML document envelope:

          1
          <DOCUMENT>
        

          2
          <TYPE>PRES14A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>glopreproxy.txt
        

          5
          <DESCRIPTION>PRE PROXY STATEMENT
        

          6
          <TEXT>
        

          7
          ... full body ...
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

For HTML filings, the body inside <TEXT> is an <HTML>...</HTML> document with normal tagging. For plain-text filings, the body is column-wrapped ASCII punctuated by <PAGE> page-break markers, with tabular regions delimited as <TABLE><S><C>...</TABLE> where <S> and <C> mark column boundaries. Outside such blocks, plain-text tables are rendered with dashed-line ASCII art in fixed-width columns.

Schedule 14A cover page

The body opens with the boilerplate Schedule 14A cover page mandated by Rule 14a-101, containing:

• The "Filed by the Registrant" / "Filed by a Party other than the Registrant" checkbox pair.
• The "Check the appropriate box" group enumerating Preliminary Proxy Statement / Confidential, for Use of the Commission Only / Definitive Proxy Statement / Definitive Additional Materials / Soliciting Material Pursuant to Rule 14a-12. For PRES14A the Preliminary box is the active selection.
• The name of the Registrant and, where applicable, the name of the Person(s) Filing the Proxy Statement.
• The Payment-of-Filing-Fee block with the Rule 14a-6(i) and Rule 0-11 sub-fields — title of each class of securities to which the transaction applies, aggregate number of securities, per-unit price or other underlying value, proposed maximum aggregate value, and total fee paid — followed by the "fee paid previously with preliminary materials" offset block (amount previously paid, form or registration statement number, filing party, date filed).

Notice of Special Meeting

After a <PAGE> break, the body continues with a Notice of Special Meeting of Shareholders (variants: "Notice of Special Meeting of Stockholders," "Notice of Special Meeting of Trust Shareholders," or, when annual-meeting items are combined with special-meeting items, "Notice of Annual and Special Meeting"). This notice contains:

• The meeting date, time, and physical location.
• A numbered list of proposals/purposes. Typical items include approval of a new investment advisory agreement, approval of a new Rule 12b-1 distribution plan, approval of charter or by-law amendments, changes to fundamental investment policies, election of directors or trustees, ratification of independent auditors, approval of stock-plan amendments, and approval of mergers, reorganizations, or other extraordinary transactions.
• A record date statement identifying the close of business on a specified date as the cutoff for entitlement to notice and vote — frequently left blank in preliminary filings.
• A signature block "By Order of the Board of Directors" or "By Order of the Board of Trustees," carrying the Secretary's or other officer's name.
• A "YOUR VOTE IS IMPORTANT" exhortation directing shareholders to return the enclosed proxy promptly.

Proxy Statement body

The Proxy Statement proper follows. Its content tracks the items required by Schedule 14A and typically includes:

• An introduction/solicitation statement identifying the soliciting party (almost always the board of directors or trustees), the meeting in question, the approximate mailing date of the definitive proxy materials, and a brief statement of who bears the cost of solicitation.
• A summary or Q&A section, common in fund filings, that condenses the proposals and explains their practical effect on shareholders or contract-owners.
• One detailed section per proposal, structured around the background and rationale, the current arrangement (where the proposal modifies an existing relationship), the proposed new arrangement and its differences, the board's evaluation and the factors considered, and the board's recommendation (uniformly a "FOR" recommendation).
• Background information on parties relevant to the proposals — directors, officers, investment advisers, principal underwriters — including names, ages, principal occupations, and addresses.
• Beneficial-ownership disclosures, including 5%-owner tables and director/officer ownership tables, rendered as <TABLE><S><C> blocks in text filings or as HTML <table> elements in HTML filings.
• Voting-procedure disclosures: who is entitled to vote, the quorum requirement, the required vote for each proposal, the effect of abstentions and broker non-votes, instructions for revoking a proxy, and the mechanics of voting by mail, telephone, or Internet where offered.
• Additional Schedule 14A items as relevant — executive-compensation context, equity-compensation-plan tables, audit-fee disclosures, and the five-year cumulative-total-return performance graph reference when the special meeting includes annual-meeting items such as director elections.

Embedded exhibits and proxy card

Schedule 14A exhibits — the actual text of agreements being voted on, plan amendments, charter amendments, and similar — are characteristically embedded inline at the back of the proxy statement rather than supplied as separate documents. Observed embedded materials include the full text of a proposed new investment-management agreement (numbered sections covering services, compensation, execution of orders, liability, termination, use of name, amendment, severability, interpretation, notices, counterparts, binding effect, and captions, closing with an acceptance signature block), Rule 12b-1 distribution plans (Class A and amended Class B), and stock-plan amendments such as an amended Employee Stock Purchase Plan.

The final <PAGE> of the body is almost invariably the proxy card itself: the meeting identifier, the appointment-of-proxies language, FOR/AGAINST/ABSTAIN checkboxes for each proposal, signature lines for sole and joint owners, dating space, and revocation instructions.

Included vs. excluded content

The local record includes the structured filing-level metadata (metadata.json) and the primary PRES14A document as filed. The primary document carries the Schedule 14A cover page, the Notice of Special Meeting, the proxy-statement body, all inline exhibits the registrant chose to embed, and the proxy card.

Outside the local record but referenced from metadata.json are:

• Image and graphic exhibits classified by EDGAR as GRAPHIC (signature scans, logos, performance-graph images).
• The full SGML complete-submission text file (linkToTxt).
• Any exhibits the registrant submitted as separate documents rather than embedding inline.

All of the above are reachable via the documentUrl/linkToTxt fields on sec.gov but are not bundled into the folder.

Format evolution from 1994 to present

PRES14A submissions span the entire modern EDGAR era, and the primary document carries traces of three format phases:

• Early ASCII/SGML era (1994 through the late 1990s). Submissions are plain-ASCII text wrapped in the SGML <DOCUMENT>/<TEXT> envelope. Page boundaries are marked by <PAGE> tokens; tables use <TABLE><S><C>...</TABLE> blocks with column-stop markers. Outside such blocks, tabular content is rendered with dashed-line ASCII art in fixed-width columns.
• HTML adoption (late 1990s and 2000s). Registrants increasingly file the primary document as .htm, still wrapped in the same outer SGML envelope but with <HTML>...</HTML> content inside <TEXT>. Schedule 14A formatting, ownership tables, and proxy cards migrate to native HTML tables. Both extensions coexist across this period.
• Modern HTML-dominant era (late 2000s onward). HTML dominates the primary format, frequently with embedded CSS-style attributes and richer typography, while the SGML wrapper persists as the outer envelope at the submission level.

Schedule 14A's required content has been adjusted across this span by SEC rulemakings (executive-compensation disclosure changes in 2006, say-on-pay-frequency mechanics under the Dodd-Frank Act in 2011, subsequent pay-versus-performance and clawback amendments). Those adjustments mainly change what appears inside the proxy body when relevant proposals are on the agenda; the cover-page and notice-of-meeting scaffolding remained stable.

Interpretation and extraction notes

• The folder name strips the hyphens from the accession number; metadata.accessionNo preserves them. Both identify the same submission.
• The <TYPE> line inside the SGML wrapper is the authoritative identifier of the primary document; filename heuristics are unreliable because filer-chosen names vary (a2075689zpres14a.htm, c23898_pres14a.txt, glopreproxy.txt, etc.).
• Placeholder dates in the proxy body (e.g. record dates rendered as _____, 2002) are characteristic of preliminary filings; the corresponding definitive filing populates them. Treat them as expected blanks.
• Embedded exhibits live in the primary document's text stream; extracting them requires section-aware parsing of the body rather than separate-file enumeration. The proxy card sits at the tail of the document as the last <PAGE>.
• sequence values in documentFormatFiles are strings, including the literal single-space value " " reserved for the complete-submission entry; parsers should handle that case explicitly.
• Operating-company versus investment-company filings produce systematically different entity-level fields and different proposal content. An 811-* fileNo combined with absent sic/tickers reliably indicates an investment-company filer, whose proposals typically concern advisory agreements and 12b-1 distribution plans rather than director elections and corporate transactions.
• Although the form code denotes a "special meeting," registrants occasionally file under PRES14A for combined annual-and-special meetings; the notice heading and proposal list reveal the hybrid nature.
• Amendments to preliminary proxy statements are filed under the separate form code PRES14A/A and the definitive version is filed as DEFS14A; neither is part of this dataset's PRES14A-only scope.

Who Files or Publishes This Dataset, and When

The label decomposes as "PRE" (preliminary, filed for SEC staff review before dissemination), "S" (special meeting rather than annual), and "14A" (Section 14(a) proxy solicitation under Schedule 14A). Each filing bundles the preliminary proxy statement, the notice of special meeting, and any supporting exhibits.

Who files

PRES14A is filed by registrants subject to the proxy rules under Section 14(a) of the Exchange Act of 1934 that are soliciting proxies, consents, or authorizations from holders of a class of securities registered under Section 12 of the Exchange Act. The filer population is:

• Domestic operating companies with Section 12-registered equity calling a special meeting (mergers, charter amendments, recapitalizations, reverse splits, large equity issuances, board reconstitutions, and similar non-annual matters).
• Registered investment companies (open-end funds, closed-end funds, business trusts) soliciting shareholder votes on items such as new investment advisory agreements under Section 15(a) of the Investment Company Act of 1940, changes in fundamental policies, trustee elections held off-cycle, or fund reorganizations. Section 14(a) reaches fund proxy solicitations through Section 20(a) of the 1940 Act, which makes the Exchange Act proxy rules applicable to registered funds.
• Other Section 12 registrants soliciting authorizations on matters outside the annual-meeting slate.

The filer of record is the registrant conducting the solicitation. A competing solicitation by a dissident or third party is filed separately as PREC14A and is not part of this dataset.

Two classes of issuers are outside this population:

• Foreign private issuers, which are exempt from Sections 14(a), Section 14(b), Section 14(c), Section 14(f), and Section 16 under Rule 3a12-3(b). They disclose meeting materials through Form 6-K and home-country requirements.
• Issuers whose only Exchange Act reporting obligation arises under Section 15(d) (not Section 12 registration), which are not subject to Section 14(a).

What triggers the record

The record is event-driven, not periodic. It is generated when a registrant calls a special meeting and the agenda contains at least one matter that requires preliminary filing under Rule 14a-6.

Rule 14a-6(a) requires preliminary copies of the proxy statement and form of proxy to be filed at least ten calendar days before definitive copies are first sent or given to security holders, unless the solicitation relates only to one or more of these enumerated matters:

1. election of directors,
2. election, approval, or ratification of accountants,
3. security-holder proposals included under Rule 14a-8, and
4. approval or ratification of an equity-compensation plan or an amendment to such a plan.

If the special-meeting agenda contains any matter outside that enumerated list, preliminary filing is mandatory, producing a PRES14A record. Typical triggering matters include:

• mergers, consolidations, asset sales, share exchanges, and other business combinations (registrants frequently use PREM14A when a business combination is the principal purpose, but many file as PRES14A);
• charter or bylaw amendments (authorized-share increases, classified boards, supermajority changes, name or domicile changes);
• equity compensation plans or amendments when not in the enumerated safe harbor or when bundled with non-enumerated proposals;
• reverse stock splits, recapitalizations, or other changes in capital structure;
• going-private transactions under Rule 13e-3, where the proxy statement also carries the Schedule 13E-3 disclosures;
• fund items such as new advisory agreements under Section 15(a) of the 1940 Act, changes in fundamental investment policies (Section 13 of the 1940 Act), or fund reorganizations.

Rule 14a-12 permits certain solicitations to be made before a proxy statement is furnished, provided written soliciting material is filed with the Commission on the date first used; filings under Rule 14a-12 appear under their own submission types (DFAN14A/PREC14A and related) rather than PRES14A.

Regulatory framework

• Section 14(a) of the Exchange Act authorizes SEC regulation of proxy solicitations for Section 12-registered securities.
• Rule 14a-6 (17 CFR 240.14a-6) sets filing mechanics, including the ten-calendar-day preliminary window and the enumerated-matters exemption in Rule 14a-6(a).
• Rule 14a-101 (Schedule 14A) prescribes the content of the proxy statement: meeting and solicitor identification, voting securities and principal holders, directors and executive officers, executive compensation, the specific proposals, and any transaction-specific disclosures.
• Section 20(a) of the 1940 Act extends the proxy regime to registered investment companies; Schedule 14A contains fund-specific items.

The ten-day window is a staff-review window, not a public-comment window. Preliminary materials are treated as confidential under Rule 14a-6(e)(2) unless the registrant elects otherwise (the confidentiality treatment is unavailable for certain matters, including contested solicitations and Rule 13e-3 transactions). The Division of Corporation Finance (operating companies) or Division of Investment Management (funds) may issue comments that prompt amended preliminary filings before the definitive version is mailed.

Timing logic

PRES14A timing is lead-time logic, not deadline logic:

• The preliminary must be on file at least ten calendar days before definitive copies are first sent to security holders.
• There is no maximum lead time; complex transactions are commonly filed weeks or months ahead to clear staff comments.
• A revised preliminary filed in response to staff comments or material changes is submitted as PRER14A and appears in a separate population.
• The definitive version is filed as DEFS14A and is the version actually furnished to shareholders. The gap between mailing and the meeting itself is governed by state corporate or trust law, not by Rule 14a-6.

Important distinctions

• PRES14A vs. PRE 14A — "S" is for special meetings; unsuffixed PRE 14A is for annual meetings. Combined annual/special agendas follow the registrant's cover-page selection.
• PRES14A vs. PREM14A — PREM14A is used when a business combination is the principal purpose. The boundary is not strictly enforced; many merger solicitations appear as PRES14A.
• PRES14A vs. PRER14A — Revised preliminary materials are PRER14A and excluded from this dataset.
• PRES14A vs. PREC14A — Contested preliminary materials are PREC14A and excluded.
• PRES14A vs. DEFS14A — The definitive special-meeting proxy is DEFS14A, a separate EDGAR submission with its own accession number.
• Information statements (Schedule 14C) — If the requisite vote is already obtained by written consent and the registrant is not soliciting proxies, it files PRE 14C / DEF 14C instead. Such transactions are outside the PRES14A population.
• Rule 14a-6(a) enumerated-matters exemption — If the entire special-meeting agenda is confined to the four enumerated items, the registrant may go straight to DEFS14A and no PRES14A record is created.
• Foreign private issuers — Exempt under Rule 3a12-3(b); they disclose via Form 6-K rather than Schedule 14A.
• Going-private transactions — A PRES14A may simultaneously serve as the Rule 13e-3 transaction statement; Schedule 13E-3 disclosures are integrated into the proxy materials and confidential treatment under Rule 14a-6(e)(2) is unavailable.
• Fund reorganizations on Form N-14 — When a fund reorganization requires registration of securities to be issued, the solicitation may be conducted through a Form N-14 registration statement rather than Schedule 14A.

How This Dataset Differs From Similar Datasets or Filings

Form PRES14A sits inside a tightly clustered family of Section 14 proxy and information-statement filings. The closest neighbors fall along three axes: meeting type (annual vs. special), filing stage (preliminary vs. definitive), and principal purpose (routine, merger, contested, or consent-based). Picking the right dataset depends on which slice of that grid the research question targets.

PRE 14A — Preliminary annual-meeting proxy

Direct sibling of PRES14A: same Rule 14a-6 framework, same ten-day staff review window, same preliminary status. The only distinction is meeting type. PRE 14A covers the recurring annual agenda (director elections, auditor ratification, say-on-pay, equity plan amendments, shareholder proposals). PRES14A covers off-cycle special meetings called for a specific extraordinary purpose — charter amendments, recapitalizations, reverse splits, name changes, or approval of a defined corporate action. Substituting one for the other systematically excludes the event-driven solicitations that motivate special meetings.

DEFS14A — Definitive special-meeting proxy

The definitive counterpart to PRES14A, containing the same special-meeting materials as actually mailed to shareholders after staff review. Use PRES14A to study solicitation initiation, pre-mailing disclosure language, the duration of staff review, and proposed meetings that were withdrawn or restructured before reaching definitive form. Use DEFS14A to study what shareholders actually voted on. Analyses limited to DEFS14A miss the preliminary-only population entirely.

DEF 14A — Definitive annual-meeting proxy

The largest proxy dataset, but a poor substitute for PRES14A. It shares only the Section 14(a) regime and document skeleton (notice, proposals, voting instructions) and contains no special-meeting agendas, off-cycle votes, or transaction-specific solicitations. Treating DEF 14A as a stand-in excludes precisely the non-routine corporate actions PRES14A is designed to capture.

PREM14A / DEFM14A — Merger proxies

Preliminary and definitive proxies whose principal purpose is a merger, consolidation, or sale of substantially all assets. These typically involve a special meeting, so the regulatory and procedural overlap with PRES14A is real. The cut is made by Rule 14a-6 form-type election: when a merger or business combination is the principal matter, the registrant must use the M-variant. PRES14A therefore captures special meetings whose principal purpose is something other than a merger (capital restructurings, charter amendments, plan approvals, board composition changes, non-merger asset transactions). For a complete view of special-meeting solicitations, PRES14A and the DEFM14A M-series must be combined.

PRER14A / DEFR14A — Revised proxies

Amendments to previously filed proxies, triggered by staff comments, supplemental disclosure, or new developments. They are amendment events, not original solicitations, and the R-designation does not itself distinguish annual from special on the form face. To reconstruct a full revision history for a special-meeting proxy, PRES14A and any matching PRER14A filings must be linked by CIK and meeting context. PRES14A alone is sufficient for studying initial filings; the DEFR14A R-series is required for tracking disclosure evolution.

PREC14A / DEFC14A — Contested election proxies

Proxies filed in connection with a contested election or other contested solicitation, typically by either the issuer or a dissident in a proxy fight. The contested designation supersedes the special-meeting designation in form-type selection, so PRES14A effectively excludes proxy contests even when the underlying meeting is special. Activist campaigns, dissident slates, and board-removal fights live in the DEFC14A C-series, not in PRES14A.

PRE 14C / DEFS 14C — Information statements

Filed under Section 14(c) when a corporate action proceeds without a proxy solicitation — typically because a controlling shareholder or majority block has already delivered written consent. The 14C series disclose extraordinary corporate actions on a preliminary/definitive cadence resembling PRES14A, but no meeting vote is being solicited and the outcome is effectively predetermined. The governance distinction matters: PRES14A reflects solicitations where a meeting and vote will occur; 14C reflects fait-accompli actions where they will not.

8-K Item 5.07 — Shareholder vote results

The downstream complement to PRES14A. PRES14A discloses what will be voted on; Item 5.07 reports the resulting tallies after the meeting. The two are complementary, not substitutable: 5.07 is tabular, event-driven, and narrow (vote counts per proposal), while PRES14A is narrative, agenda-defining, and includes background, recommendation, and exhibits. Outcome studies require pairing them; 5.07 alone strips away proposal context.

Schedule 13E-3 — Going-private transactions

Filed when an issuer or affiliate engages in a Rule 13e-3 going-private transaction, usually in parallel with a merger proxy and only occasionally alongside a PRES14A. It addresses a distinct regulatory requirement — fairness, purpose, and effects of going private — rather than the proxy solicitation itself. For the narrow subset of special meetings that authorize a going-private step, SC 13E3 is a complementary disclosure source, not a substitute.

Boundary summary

PRES14A is defined by the intersection of three conditions: preliminary stage, special-meeting context, and a principal purpose that is neither a merger (which routes to the M-series) nor a contested solicitation (which routes to the C-series). It is the canonical dataset for the initial disclosure of off-cycle, non-merger, uncontested extraordinary shareholder solicitations. Neighboring datasets each cover an adjacent slice — annual agendas (PRE 14A / DEF 14A), final-form special-meeting materials (DEFS14A), merger-driven votes (PREM14A / DEFM14A), proxy contests (PREC14A / DEFC14A), consent-based actions (14C series), realized outcomes (8-K Item 5.07), and going-private mechanics (SC 13E3) — and are most useful when combined with PRES14A to span the full proxy lifecycle or the full universe of extraordinary corporate actions.

Who Uses This Dataset

PRES14A filings sit between deal announcement and the definitive proxy mailing, and they pass through an SEC comment-letter window. That makes them useful to a narrow but well-defined set of transaction, governance, legal, and quantitative users, each reading a different slice of the filing.

Merger arbitrage and event-driven analysts

Arb desks price spreads and break risk on announced transactions before the definitive proxy is mailed. They mine the merger agreement exhibit, background-of-the-merger narrative, fairness opinion and underlying projections, financial-advisor fee schedule, deal-protection terms (no-shop, matching rights, termination fee, force-the-vote), record and meeting dates, and the required vote threshold. Amendments after staff review flag which disclosures the SEC pushed back on, often pointing to the weakest parts of the deal narrative.

Proxy solicitors

Solicitors retained on contested or sensitive special meetings build vote projections and outreach plans from the proposal list, board recommendations, record date, quorum and vote thresholds, director and 5% holder ownership tables, and beneficial ownership cutoffs. The historical corpus supports peer books for similar deal types and helps correlate disclosure language with retail-versus-institutional support outcomes.

Stewardship and proxy-voting teams at institutional investors

Voting teams at asset managers, pensions, and sovereign funds prepare ballots for mergers, charter amendments, recapitalizations, reverse splits, equity-plan adoptions, and reincorporations. They focus on proposal text, board rationale, embedded governance changes (staggered boards, supermajority, exclusive forum), and related-party disclosures. The preliminary stage flags items early so engagement calls can happen before the definitive mailing.

Proxy advisory research analysts

Analysts at proxy advisory firms draft special-meeting voting reports during the SEC review window. They focus on the proposal slate, financial-advisor independence and fees, management equity treatment, change-in-control payment tables, and dilution and burn-rate inputs for equity-plan proposals, plus any unusual deal-protection or governance terms.

Corporate-governance and securities lawyers

Outside counsel and in-house securities lawyers benchmark drafting against peer filings: transaction-tailored risk factors, background-of-the-merger sections, officer and director conflicts disclosures, Item 402(t) golden-parachute tables, appraisal-rights notices, and voting-agreement summaries. Diffing preliminary against definitive versions reveals which sections drew staff comments and feeds future disclosure checklists.

Disclosure-review and comment-letter specialists

Compliance and disclosure-review staff track the PREC14A, PRER14A, and DEF14A sequence to identify recurring staff focus areas. The accession-level metadata is essential for stitching the preliminary-to-definitive workflow into internal training materials and pre-filing review checklists.

Fund boards and 1940 Act counsel

Boards of registered funds and their counsel monitor peer PRES14A filings covering advisory and sub-advisory agreement changes, 12b-1 plan amendments, fundamental policy changes, fund reorganizations, and trustee elections. They focus on fee tables, old-versus-new advisory fee comparisons, the Section 15(c) board-approval narrative, expense caps, and affiliated-transaction disclosures.

M&A and ECM bankers

Bankers building precedent books pull comparable deal terms, financial-advisor fee structures, fairness-opinion methodologies, projection disclosures, exchange ratios and collars, contingent value rights, financing commitments, and go-shop versus no-shop structures. Outputs feed pitch books, fee benchmarking, and structuring memos.

Activist research teams

Activist funds and their advisers study how target boards frame transactions and bundle governance changes, looking at board-recommendation rationale, conflicts disclosures, change-in-control payouts, dilution from issuances, and defensive amendments hidden in the proposal slate. Historical filings inform campaign white papers and proxy-contest strategy at similarly structured issuers.

Compensation consultants

Consultants advising compensation committees pull PRES14A filings that propose new or amended omnibus plans, ESPPs, or one-time grants. They focus on share-reserve requests, fungible-share ratios, evergreen provisions, change-in-control acceleration, repricing and recycling rules, burn-rate and overhang math, and Item 10 disclosures.

Governance and finance academics

Researchers studying mergers, going-private deals, and shareholder voting link PRES14A records with definitive filings, Form 8-K Item 5.07 vote outcomes, and market reactions to test deal-protection effectiveness, disclosure quality, and the impact of staff review. Full-text HTML and PDF documents support NLP work on disclosure tone, length, and revision.

Data engineers and LLM/RAG developers

Engineering teams building finance-focused retrieval systems use the corpus to train extractors for special-meeting events, parse proposal slates and vote thresholds, and structure merger-agreement exhibits. They rely on JSON metadata for accession keys and HTML and TXT documents for text extraction.

The corpus is narrow in volume but legally and economically dense. Its users cluster into transaction professionals trading or structuring the deal, governance and voting specialists deciding the ballot, lawyers and reviewers benchmarking disclosure against staff expectations, fund and compensation specialists tracking plan and advisory changes, and researchers and engineers turning filings into structured signals.

Specific Use Cases

The use cases below reflect the specific slice PRES14A captures: charter and capital-structure actions, fund advisory and 12b-1 changes, equity-plan approvals, reincorporations, and similar off-cycle items that pass through the Rule 14a-6 ten-day staff review window.

Tracking reverse-split and authorized-share special meetings

Filter records where the Notice of Special Meeting enumerates proposals on reverse stock splits, increases in authorized shares, or par-value changes, then extract the proposed split ratio, the pre- and post-split share counts from the Schedule 14A cover-page fee block, and the board's stated rationale. The resulting panel supports listing-compliance research (NYSE/Nasdaq minimum-price cures), dilution modeling, and peer-language benchmarking for issuers preparing similar capital actions.

Building a fund-advisory-change corpus for 1940 Act counsel and fund boards

Use the 811-* fileNo and missing sic/tickers signals in metadata.entities to isolate registered investment-company filers, then parse the proxy body for proposals on new or amended investment advisory agreements, sub-advisory agreements, and Rule 12b-1 plans. Pull the old-versus-new fee tables, the Section 15(c) board-approval factor narrative, and the embedded agreement exhibit at the back of the document. Output feeds peer fee benchmarking and Section 15(c) drafting checklists for upcoming fund board meetings.

Benchmarking equity-plan and ESPP share-reserve requests

Identify PRES14A filings whose proposal slate includes a new omnibus plan, ESPP, or amendment to an existing plan, then extract share-reserve amounts, fungible-share ratios, evergreen provisions, repricing and recycling language, change-in-control acceleration terms, and the burn-rate and overhang inputs reported in the Item 10 disclosure. Compensation consultants and proxy advisory analysts use the resulting table to calibrate share-request recommendations and dilution thresholds.

Mapping reincorporation and charter-amendment activity

Select records whose proposals include reincorporation in another state, adoption of exclusive-forum bylaws, staggered-board provisions, supermajority requirements, or removal of cumulative voting. Combine the stateOfIncorporation field from metadata.entities with the embedded amended charter exhibit text to produce a longitudinal dataset of governance changes ordered through special meetings, useful for governance scoring and academic studies of charter migration (notably Delaware versus Nevada).

Reconstructing the preliminary-to-definitive disclosure trajectory

Link each PRES14A record to its later PRER14A amendments and final DEFS14A by CIK and periodOfReport, then diff the proposal text, board-recommendation rationale, and voting-mechanics sections to surface which passages drew SEC staff comments during the ten-day review. Compliance and disclosure-review teams turn the recurring diffs into pre-filing review checklists; academics use them to quantify the marginal effect of staff review on disclosure quality.

Powering retrieval and extraction systems for special-meeting events

Use metadata.json (accession number, filedAt, periodOfReport, filer CIK, tickers) as the structured key and the primary HTM/TXT document as the text payload to train extractors that detect proposal types, vote thresholds, quorum requirements, record dates, and embedded exhibit boundaries. Handle the SGML <DOCUMENT><TYPE>PRES14A envelope, the <PAGE> page breaks, and the <TABLE><S><C> column markers in legacy ASCII filings as explicit parser cases. Downstream systems surface upcoming special-meeting agendas, normalize proposal slates, and answer RAG queries on off-cycle corporate actions.

Dataset Access

The dataset is available through three access methods: a JSON metadata API, a full-archive download, and per-container downloads. The JSON metadata endpoint is public; the download endpoints require a sec-api.io API key passed as a token query parameter.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-pres14a-files.json

Returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, form types, container format, file types) along with the full dataset download URL and the list of individual container files. Each container entry includes its size, record count, last updated timestamp, and a direct download URL. Use this endpoint to monitor which containers have changed in the most recent refresh and to decide which monthly archives to pull on a given day. No API key is required to call this endpoint.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-695d-8683-7108010dd89a",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-pres14a-files.zip",
        

          4
            "name": "Form PRES14A Files Dataset",
        

          5
            "updatedAt": "2026-04-15T07:50:50.300Z",
        

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

          7
            "totalRecords": 4433,
        

          8
            "totalSize": 146716238,
        

          9
            "formTypes": ["PRES14A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-pres14a-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 1381878,
        

          17
                "records": 14,
        

          18
                "updatedAt": "2026-04-15T07:50:50.300Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-pres14a-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive covering all PRES14A filings from January 1994 to the present. The archive is a ZIP-of-ZIPs: the outer archive contains monthly container ZIPs organized by year and month (for example, 2026/2026-03.zip), and each monthly container holds the per-accession metadata files and original EDGAR documents. This endpoint requires a valid sec-api.io API key.

Download Single Container: https://api.sec-api.io/datasets/form-pres14a-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads a single monthly container instead of the full archive, following the year/year-month.zip key pattern listed in the index containers[].downloadUrl field. This is the recommended way to retrieve only recently updated months identified through the JSON index. This endpoint requires a valid sec-api.io API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers EDGAR submissions of form type PRES14A — preliminary proxy statements for special (non-annual) shareholder meetings, filed under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-6 thereunder. Amendments (PRES14A/A), revised preliminaries (PRER14A), contested preliminaries (PREC14A), merger preliminaries (PREM14A), and definitive versions (DEFS14A) are out of scope.

What does one record in this dataset represent?

One record is a single PRES14A EDGAR submission, represented on disk as an accession-keyed folder named with the 18-digit accession number (hyphens stripped). The folder contains a metadata.json manifest describing the submission and exactly one primary proxy-statement document (.htm or .txt) wrapped in the SEC's SGML <DOCUMENT><TYPE>PRES14A envelope and carrying the Schedule 14A cover page, Notice of Special Meeting, proxy body, embedded exhibits, and proxy card.

Who is required to file a PRES14A?

PRES14A is filed by registrants subject to Section 14(a) — domestic operating companies with Section 12-registered equity and registered investment companies (mutual funds, closed-end funds, business trusts) — when they call a special meeting whose agenda includes at least one matter outside the Rule 14a-6(a) safe harbor. Foreign private issuers are exempt under Rule 3a12-3(b), and Section 15(d)-only reporters are not subject to Section 14(a).

When does Rule 14a-6 require a preliminary filing?

Rule 14a-6(a) requires preliminary copies of the proxy statement and form of proxy to be filed at least ten calendar days before definitive copies are first sent to security holders, unless the solicitation is limited to four enumerated matters: election of directors, election or ratification of accountants, Rule 14a-8 shareholder proposals, and approval of an equity-compensation plan or amendment. Any special-meeting agenda containing a matter outside that safe harbor triggers a PRES14A filing.

How does PRES14A differ from PRE 14A, PREM14A, and DEFS14A?

PRE 14A is the same preliminary form for annual meetings rather than special meetings. PREM14A is used when a business combination (merger, consolidation, asset sale) is the principal purpose of the special meeting. DEFS14A is the definitive version of the special-meeting proxy actually mailed to shareholders after staff review. PRES14A captures only the preliminary stage of non-merger, uncontested special-meeting solicitations.

What time period does the dataset cover, and how is it packaged?

The dataset covers PRES14A submissions filed on EDGAR from January 1994 forward, when electronic filing of these materials became mandatory. Records are packaged into monthly ZIP containers in a <year>/<year>-<month>.zip layout; each container unpacks to a month-named directory of accession-keyed folders. File types within records are TXT, JSON, HTML, and PDF.

Why do PRES14A filings often contain blank record dates and meeting times?

Because PRES14A is the preliminary version filed for SEC staff review before mailing, the document characteristically carries placeholder fields such as record dates rendered as _____, 2002, blank meeting times, and unspecified mailing dates. These are populated in the corresponding definitive proxy statement (DEFS14A) before shareholder mailing. Treat such blanks as expected, not as data errors.

Does this dataset include XBRL data or graphic exhibits?

No. PRES14A submissions do not carry XBRL (the linkToXbrl field in metadata.json is always an empty string), and graphic exhibits classified by EDGAR as GRAPHIC (signature scans, logos, performance graphs) are referenced by URL in metadata.json but not bundled into the local record. The full SGML complete-submission text file is similarly referenced via linkToTxt but not copied locally, since its content duplicates the primary document.