The Form SC 14N Files Dataset is the EDGAR collection of Schedule 14N proxy-access nomination notices and their amendments (SC 14N and SC 14N/A), filed under Rule 14a-18 of the Securities Exchange Act by shareholders who seek to have their director nominees included in a public registrant's own proxy materials. One record is one EDGAR submission of a Schedule 14N or Schedule 14N/A — a single nomination notice, keyed by accession number, packaged as one accession-numbered folder containing a metadata.json descriptor plus the full set of submitted filing documents (image binaries excepted). The filer side is always the nominating shareholder or nominating-shareholder group; the issuer being targeted appears on the same accession as the (Subject) entity. Coverage runs from November 2016 — the start of the post-Business Roundtable bylaw-access era — through the latest monthly refresh, with submissions delivered as monthly ZIP containers (YYYY-MM.zip). Because Schedule 14N is one of the rarer EDGAR form types, the dataset is small in volume but precedent-rich: it functions as the closed universe of evidence on how Rule 14a-18 has actually been used in practice.
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The dataset captures every EDGAR submission of Schedule 14N (the original nomination notice) and Schedule 14N/A (its amendments) from November 2016 forward. Schedule 14N is the prescribed disclosure vehicle of the SEC's proxy-access regime: it gives the issuer, other shareholders, and the staff a verifiable, structured record of who is doing the nominating, what their ownership credentials are, who the proposed directors are, and on what regulatory basis the nomination is being advanced. The principal regulatory anchor is Rule 14a-18 under the Securities Exchange Act of 1934, which requires a nominating shareholder relying on Rule 14a-11 (or on a state-law, foreign-law, or bylaw-based proxy-access procedure) to file a notice on Schedule 14N with the Commission on the same date the nominating materials are first transmitted to the registrant. The schedule also functions as the cover-page disclosure vehicle for solicitations made under the Rule 14a-2(b)(7) exemption (statements of how a shareholder intends to vote) and the Rule 14a-2(b)(8) exemption (limited solicitations in support of director nominees).
Although Rule 14a-11 itself was vacated by the D.C. Circuit in Business Roundtable v. SEC (2011), Schedule 14N as a form was not vacated and Rule 14a-18 remains in force. The form is now used overwhelmingly to support nominations made through procedures set forth under applicable state or foreign law or under the registrant's own governing documents — i.e., private-ordering proxy access. Form SC 14N is the original notice; Form SC 14N/A is an amendment used to update biographies, correct ownership figures, supplement the supporting statement, withdraw a nominee, or report dissolution of a nominating group.
Records are grouped into monthly ZIP archives named YYYY-MM.zip. Each archive expands to a YYYY-MM/ directory whose immediate children are accession folders. Folder names are the EDGAR accession number with dashes stripped, so accession 0001437749-25-007131 is shipped as folder 000143774925007131/. The file types found in the dataset are HTML, JSON, TXT, and PDF.
One record in the Form SC 14N Files Dataset is a single EDGAR submission of either a Schedule 14N (original notice) or a Schedule 14N/A (amendment), materialized on disk as one accession-numbered folder containing a metadata.json descriptor plus the full set of submitted filing documents (image binaries excepted). The record unit is a complete filing — not an extracted item, not a row in a table, and not a per-nominee event observation. Each record is uniquely keyed by EDGAR accession number and maps one-to-one to a single notice furnished to the Commission by a nominating shareholder or nominating-shareholder group.
A record is laid out on disk as:
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YYYY-MM/
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<accession-no-dashes>/
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metadata.json
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<primary>.htm # the Schedule 14N HTML document
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[<additional submitted documents>]
The accession folder thus exposes two structural surfaces: a machine-readable JSON descriptor of the EDGAR submission, and the human-readable filing documents that were actually furnished to the Commission. In practice, modern SC 14N submissions are almost always one HTML document plus the metadata.json descriptor; TXT corresponds to the EDGAR complete-submission SGML envelope when shipped, and PDF appears only when the filer elected to attach an exhibit in PDF form. Image documents (GRAPHIC-typed .jpg, .gif, .png files) referenced inside the HTML are deliberately excluded from the archive even when EDGAR carries them, but they remain enumerated in documentFormatFiles so their canonical sec.gov URLs can be retrieved separately.
metadata.jsonThe metadata.json descriptor is a single JSON object using a uniform schema across all records, regardless of how the underlying HTML is laid out. Its meaningful fields are:
formType — "SC 14N" or "SC 14N/A".accessionNo — canonical accession number with dashes (e.g. "0001437749-25-007131").filedAt — ISO 8601 timestamp with timezone offset, recording the EDGAR acceptance time.description — human-readable form caption, typically "Form SC 14N - Information filed by certain nominating shareholders (pursuant to Section 240.14n-1)".linkToFilingDetails — URL of the primary submitted document on sec.gov.linkToTxt — URL of the EDGAR complete-submission text file (the SGML envelope wrapping every document).linkToHtml — URL of EDGAR's filing-index HTML page.linkToXbrl — URL slot for XBRL; ordinarily empty for SC 14N, since it is a non-financial notice and is not subject to inline-XBRL tagging.id — opaque internal identifier (32-character hex).documentFormatFiles — array enumerating every file in the original EDGAR submission. Each entry carries sequence (position inside the SGML envelope), size (bytes), documentUrl, description (e.g. "FORM SC 14N", "Complete submission text file", "GRAPHIC"), and type (the EDGAR document-type tag, such as "SC 14N" or "GRAPHIC").dataFiles — typically empty for SC 14N; reserved for structured data files such as XBRL instances, which this form does not carry.seriesAndClassesContractsInformation — typically empty; reserved for investment-company filings.entities — array of EDGAR header entities involved in the filing (see below).The entities array is the critical link between the JSON descriptor and the substantive filing. Each entry contains a subset of cik, companyName, type, act ("34" for the Securities Exchange Act of 1934), fileNo, filmNo, irsNo, fiscalYearEnd, stateOfIncorporation, and sic (SIC code with description). The first entity is the issuer being targeted by the nomination, and its companyName carries a parenthetical role marker (Subject) — for example, "First Trinity Financial CORP (Subject)". Subsequent entities are the nominating shareholders or nominating-group members, each tagged (Filer) — for example, "Zahn Gregg Earl (Filer)". The (Subject) versus (Filer) parenthetical is the cleanest programmatic discriminator between issuer and nominator and is structurally analogous to the EDGAR header tagging used on Schedule 13D and Schedule 14D-9.
Inside each shipped document, the very top of the file carries the standard EDGAR per-document header used inside the *.txt complete-submission envelope. Each document is bracketed by:
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<DOCUMENT>
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<TYPE>SC 14N
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<SEQUENCE>1
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<FILENAME>zge20250311_sc14n.htm
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<DESCRIPTION>FORM SC 14N
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<TEXT>
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<html> ... rendered Schedule 14N body ... </html>
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</TEXT>
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</DOCUMENT>
<TYPE> carries the EDGAR document-type code (SC 14N for the principal form, GRAPHIC for inline images, etc.), <SEQUENCE> is the numeric position inside the envelope, <FILENAME> is the original filename as submitted, and <DESCRIPTION> is a human caption. Everything between <TEXT> and </TEXT> is the rendered Schedule 14N body. Where multiple documents are submitted, each appears as its own <DOCUMENT> block in the envelope, and the per-document files inside the accession folder retain this wrapper.
The HTML body follows the form prescribed under Rule 14n-1 and is presented in the canonical order below. The document is paginated to mirror the printable form, with explicit page-break markers (<div class="PGBK">) and footer page numbers (PGNUM); these are visual artifacts of the printable-form convention and should be stripped or ignored when extracting narrative text.
The opening lines identify the document as a filing with the United States Securities and Exchange Commission, give the title SCHEDULE 14N, and provide an (Amendment No. ___) slot. Original notices leave the slot blank; SC 14N/A amendments insert the amendment number.
Immediately under the title, the cover page identifies the issuer by:
FIRST TRINITY FINANCIAL CORPORATION).Class B Common Stock).This block names the company whose proxy materials the nominating shareholder is seeking to enter.
Four mutually relevant checkboxes immediately follow, declaring the regulatory basis for the notice:
In modern practice the fourth box (private-ordering proxy access via state law, foreign law, or bylaws) is the predominant filing basis, given the vacatur of Rule 14a-11. The first three boxes remain on the form for completeness and continue to be available for Section 14a-2(b)(7) and 14a-2(b)(8) solicitations.
After the checkboxes, the cover page presents a numbered Reporting Person table — one table per reporting person — modeled on the Schedule 13D box layout. The standard rows are:
When a nominating group files jointly, the table is repeated for each member of the group.
The body of the form is organized into eight numbered Items.
Item 1 — Identity of the Registrant.
Item 2 — Identity of the Nominating Shareholder.
Item 3 — Ownership. Sub-parts (a) through (e) require disclosure of the securities entitled to be voted on the election of directors, the voting rights attached to those securities, any securities loaned out subject to recall (or sold short and not yet covered) within the relevant ownership look-back, and the aggregate amount and percentage of voting stock owned by the nominator and the group. This is the ownership-threshold evidence the rule requires to qualify under proxy-access mechanics — historically the federal three-percent / three-year threshold under Rule 14a-11, and analogous thresholds under bylaw-based proxy access.
Item 4 — Statement of Ownership. The nominating shareholder (or each member of a nominating group) affirms that they have continuously held the requisite ownership for the minimum period and that they intend to continue to hold through the date of the relevant meeting. This Item is where registered-versus-beneficial-owner status is asserted and supporting proof is referenced (e.g., broker letters, transfer agent confirmations attached as exhibits).
Item 5 — Disclosure for Section 240.14a-11 nominations. This Item collects the additional disclosures specifically required when the filing is made under Rule 14a-11. Where the filer instead relies on the issuer's bylaws or applicable state-law proxy-access procedures, this Item is commonly stated as Not applicable.
Item 6 — Disclosure required by Section 240.14a-18. This is the nominee section and the substantive heart of the form. It is structured into sub-parts:
Item 7 — Notice of Dissolution of Group / Termination of Nomination. Used to announce that a previously formed nominating group has dissolved or that a previously submitted nomination has been withdrawn. Most original notices state Not applicable.; this Item more frequently carries content on amendments.
Item 8 — Signatures. A dated signature block executed by each reporting person (or an authorized representative), preceded by the prescribed certification: "After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this notice on Schedule 14N is true, complete and correct."
Each accession folder includes the metadata.json descriptor and every document of the original EDGAR submission except image files. In practice this means:
SC 14N HTML document is always present.*.txt envelope) is referenced via linkToTxt and is always reachable via that URL.GRAPHIC documents — for example, a multi-nominee summary table rendered as table01.jpg, scanned signature pages, or photographs — are intentionally omitted from the archive but remain enumerated in documentFormatFiles with their canonical sec.gov URLs.documentFormatFiles[].documentUrl.Amendment No. value on the cover page, issuer/filer CIK identity, and the textual reference inside the amendment.The form's structure has been remarkably stable since adoption alongside the proxy-access rulemaking that took effect in November 2010 (Release No. 33-9136). The most consequential regulatory event in the form's lifecycle is the July 2011 D.C. Circuit decision in Business Roundtable v. SEC, which vacated Rule 14a-11. The form itself was not vacated, and Rule 14a-18 continued to require Schedule 14N notices for nominations made under permissible alternative procedures (state law, foreign law, registrant bylaws). As a result, filings dated from November 2016 onward — the entire span of this dataset — are dominated by submissions checking the fourth filing-basis box (state law, foreign law, or governing documents). Federal-rule nominations under the original Rule 14a-11 path are effectively dormant in the modern record.
Throughout the dataset's coverage period, Schedule 14N has been filed almost exclusively as HTML wrapped in the standard EDGAR SGML document envelope, with PDF appearing only as the occasional supporting exhibit. Substantive content — ownership math, biographical narratives, the supporting statement, the certification — is locked inside the HTML prose and tables of the principal document, while metadata.json provides the stable, machine-readable surface for filer/subject identification, the document inventory, and the canonical EDGAR URLs.
(Subject) versus (Filer) parenthetical embedded in entities[].companyName is the most reliable programmatic signal for distinguishing the issuer from the nominating shareholder; both share the EDGAR type value SC 14N and both are filed under Act 34.(Filer) entities in the entities array and by repeated Reporting Person tables and Item 4 ownership statements inside the HTML. Aggregating ownership across the group requires reading the cover-page Row 3 and Row 4 values for each filer plus the aggregate-amount row.Amendment No. on the cover page.Not applicable. boilerplate while Item 3, Item 4, and Item 6 carry the substantive disclosure, machine extraction should focus on those Items for ownership evidence, nominee biographies, and the supporting statement.GRAPHIC document and must be reconstructed from Item 3 prose or fetched from the original sec.gov URL.linkToXbrl field and dataFiles array in metadata.json are normally empty for this form, since SC 14N is a non-financial notice and is not within the inline XBRL tagging mandate.Each record is a Schedule 14N (SC 14N, or SC 14N/A for amendments) filed on EDGAR by a nominating shareholder, or a group of nominating shareholders acting collectively, that intends to have one or more director nominees included in a public company's own proxy materials. The filer is the shareholder side of the transaction, never the issuer. EDGAR tags the parties accordingly: the nominating holder is marked (Filer) and the targeted issuer appears on the same accession as (Subject). The schedule is the shareholder's public eligibility-and-nominee notice; it is not itself a proxy statement.
The filer can be:
When a group files, every member is a co-reporting person for purposes of the Schedule 14N disclosures and certification, even if EDGAR shows a single lead-filer CIK. Beneficial owners holding through brokers or custodians must attach proof-of-ownership statements from the record holder (typically a DTC participant or transfer agent).
The filer is not the issuer, the issuer's board, management, a proxy advisor, or the proposed nominee. The nominee is identified within the schedule and consents in writing to be named and to serve, but does not sign the EDGAR submission and is not an EDGAR reporting party.
Schedule 14N is event-driven. It is triggered when a shareholder seeks to place its nominee(s) into the registrant's own proxy statement and proxy card for an upcoming director election, using either:
Same-day filing trigger. Rule 14a-18 under the Exchange Act requires the shareholder to file Schedule 14N with the SEC on EDGAR on the same date it transmits its notice of nomination to the registrant. The schedule is the public-facing copy of the nomination package being delivered privately to the company. It is not periodic, not filed in advance of the notice, and not filed in arrears.
Bylaw nomination window. Under the prevailing 3/3/20/20 proxy-access bylaw template (3% of outstanding common stock held continuously for 3 years, group cap of 20 holders, slate cap of the greater of 2 directors or 20% of the board), the notice must reach the registrant in a defined window before the anniversary of the prior year's proxy release — commonly 120 to 150 days before that anniversary. This pushes most Schedule 14N filings into the late-fall to early-winter window for issuers with spring annual meetings, well ahead of proxy-mailing season.
Holding-period certification at filing. The shareholder must already satisfy the continuous-holding requirement as of the filing date and must certify it in the schedule.
Amendments (SC 14N/A). An amendment is filed when there is a material change to information previously reported — for example, withdrawal or substitution of a nominee, dissolution of the nominating group, addition or departure of a group member, a change in the qualifying ownership position, new material interests or proceedings affecting a nominee, or supplemental soliciting materials. SC 14N/A is event-driven with no fixed cadence and may appear at any point between the original Schedule 14N and the meeting date.
Schedule 14N sits on three layers of the federal proxy regime:
Historical sequence. Section 971 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 added Section 14(a)(2) to the Exchange Act, expressly authorizing the SEC to write proxy-access rules. Acting under that authority (and pre-existing Section 14(a) authority), the SEC adopted Rule 14a-11 in August 2010, creating a federally mandated proxy-access right at a 3%/3-year threshold, and adopted Schedule 14N and Rule 14a-18 in the same release as the disclosure vehicle. In July 2011, the U.S. Court of Appeals for the D.C. Circuit vacated Rule 14a-11 in Business Roundtable v. SEC, 647 F.3d 1144 (D.C. Cir. 2011), on Administrative Procedure Act grounds (inadequate cost-benefit analysis). The SEC did not re-propose a federal proxy-access rule. Critically, Rule 14a-18 and Schedule 14N were not vacated; they were severable because they also operate on nominations made under a registrant's own bylaws or under state law. The fourth cover-page checkbox is the path that survived.
Since 2015, bylaw-based proxy access adopted through private ordering has become the dominant U.S. governance mechanism, with most S&P 500 issuers and many mid-caps adopting 3/3/20/20-style bylaws. When a holder exercises that bylaw right and gives notice to the company, Rule 14a-18 still independently requires the parallel Schedule 14N filing on EDGAR. Rule 14a-11 itself remains vacated and inoperative; the third cover-page checkbox is effectively dormant. Item 5 ("Disclosure required for shareholder nominations submitted pursuant to Section 240.14n-1") is routinely answered "Not applicable," while Item 6 (the Rule 14a-18 disclosures, which apply across both regimes) carries the substantive content.
The earliest a Schedule 14N could exist is the late-2010 effectiveness of the adopting release; in practice, filings under the original Rule 14a-11 path are essentially nonexistent in EDGAR because the rule was vacated before any compliance date arrived. The visible filing population is the post-2015 bylaw-access wave.
(Filer) and (Subject) parentheticals in the companyName field on each accession.Schedule 14N is the shareholder-side procedural notice for proxy access under Rule 14a-18. It sits adjacent to several disclosure regimes that researchers routinely confuse with it. The comparisons below pin down where each neighbor diverges in filer, trigger, scope, and content, so a researcher can decide which dataset actually answers a given question.
Schedule 14A is the registrant's proxy statement. When proxy access succeeds, the company includes the shareholder-nominated director in DEF 14A alongside management nominees, often reproducing the nominee bio and the nominator's supporting statement.
Key differences:
Use SC 14N to study attempted proxy access; use DEF 14A to study what reached the ballot.
Schedule 14C is filed by registrants when corporate action is taken without a proxy solicitation, typically because a controlling holder has already consented. There is no vote being solicited, so Rule 14a-18 does not apply. The "14" label is the only meaningful surface similarity. 14C reports already-decided corporate actions; SC 14N initiates a nominee-inclusion process.
13D and Schedule 13G capture beneficial ownership above 5%. SC 14N also contains an ownership component (the 3% / 3-year proxy access eligibility certification), but the regimes are otherwise distinct.
Key differences:
Use 13D/13G for ownership-level research; use SC 14N for nomination-attempt research.
DEFC14A and PREC14A are dissident proxy statements distributed on a separate proxy card, outside the company's proxy materials. They are the alternative path to SC 14N: a shareholder who cannot or will not use proxy access typically runs a contested solicitation instead.
Key differences:
Proxy fight research lives in DEFC14A/PREC14A; proxy access research lives in SC 14N.
Item 5.07 reports annual meeting vote tallies, including director election outcomes. It is the downstream closing record for any nominee that reached a vote, regardless of nomination path. It does not flag which nominees originated via proxy access, management slating, or a contested card. Linking a proxy access nominee to an outcome requires joining SC 14N to DEF 14A to 8-K Item 5.07 across three datasets.
Item 401 of Regulation S-K disclosures describe directors and nominees on the company's slate: business experience, other directorships, qualifications. The biographical fields overlap with SC 14N nominee disclosures.
Key differences:
For comprehensive director bios, use 10-K and DEF 14A; for shareholder-authored nominee notices, use SC 14N.
Section 16 forms report holdings and transactions of officers, directors, and 10% beneficial owners.
Key differences:
The shared "ownership" label is misleading; the datasets answer unrelated questions.
SC 14N/A filings are amendments to a previously filed Schedule 14N. They may correct ownership representations, update nominee information, withdraw a nomination, or supply additional materials. They do not initiate a new nomination; the original SC 14N sets the procedural clock.
For point-in-time counts of nomination attempts, anchor on the original SC 14N. For tracking how a nomination evolved, link amendments back to the parent. Treating both as independent records overcounts attempts.
SC 14N is the only SEC filing that captures a shareholder's invocation of proxy access under Rule 14a-18. No adjacent dataset substitutes for it: DEF 14A shows which nominees reached the ballot but not who attempted access; DEFC14A captures the dissident-card path, not the access path; 13D and 13G capture ownership levels independent of nomination intent; 8-K Item 5.07 captures outcomes without path attribution; Item 401 disclosures are registrant-authored slate bios; Section 16 forms cover insider trading activity. Researchers studying proxy access usage rates, nominator characteristics, 3% / 3-year aggregation patterns, or the gap between access attempts and inclusions must query SC 14N directly. The adjacent datasets contextualize what happened before, around, and after a proxy access notice but cannot reproduce its content.
Because the rule is rarely exercised, the SC 14N corpus is effectively the complete population of proxy-access invocations since November 2016, not a sample. Each filing functions as a working precedent, which is why professional users treat the dataset as outsized in weight despite its small size.
Partners advising registrants (Subject) and nominating shareholders (Filer) use the corpus as a reference library for Rule 14a-18 compliance. They focus on Item 3 ownership and continuous-holding certifications, Item 4 representations on intent to maintain qualifying ownership through the meeting, Item 6 nominee biographies and independence statements, and the Item 7 supporting statement subject to the 500-word cap. Output: bylaw drafts, eligibility checklists, deficiency-response letters, and pre-filing review memos.
Corporate secretaries at public registrants study how peers have processed received notices: cover schedule format, Item 3 ownership evidence (broker statements, group aggregation), Item 5 group composition disclosures, and patterns across SC 14N/A amendments. The (Subject) entity role identifies their counterparts. Output: response letters to nominating shareholders, board memos on notice validity, and updates to internal proxy-access procedures.
Solicitors advising issuers and nominating groups build campaign timelines from filing dates in metadata.json, the nominating group's identity and aggregate stake (Item 3), nominee professional background (Item 6), and the Item 7 supporting statement that will reach voters. They use this to model institutional support, plan retail outreach, and coordinate universal proxy card mechanics with tabulators.
Research analysts producing voting recommendations need the complete history of how proxy access nominations have actually been launched. They review Item 3 qualifying-ownership disclosures, Item 6 nominee biographies and independence reps, Item 5 group relationships, and Item 7 supporting statements. Output: house policies on eligibility thresholds and group caps, individual vote recommendations when an SC 14N nominee reaches a ballot, and client benchmarking notes.
Researchers studying shareholder rights and board accountability use the corpus because it is small enough to read in full and complete enough to support population-level claims. They code (Filer) identity, Item 3 ownership thresholds, Item 5 group composition, Item 6 nominee characteristics, and (Subject) sector and size. Output: empirical papers on realized versus theoretical proxy-access use, the chilling effect of eligibility thresholds, and interaction with Rule 14a-8 and Schedule 14A contests.
Analysts tracking the full spectrum of shareholder campaigns use SC 14N filings to flag the rare cases where proxy access was the chosen vehicle rather than a withhold campaign, exempt solicitation, or full 14A contest. They key on (Filer) identity, Item 3 position size, Item 6 nominee profile, and (Subject) target. Output: campaign databases and trend reports on which issuer profiles attract proxy-access nominations.
Hedge fund analysts treat a credible SC 14N as a potential catalyst for board turnover or strategic review. They read Item 6 nominee backgrounds for operational, financial, or strategic expertise, Item 7 thesis language, and any SC 14N/A amendments tracked through metadata.json. Output: trade ideation and position sizing around contested annual meetings.
Stewardship analysts at institutional asset managers calibrate voting policy on proxy-access bylaws and individual nominees. They review the (Filer) rationale in Item 7, Item 6 nominee qualifications and independence, and the registrant response. Output: voting bulletins, engagement notes, and stewardship disclosures to clients.
Governance staff at public-employee retirement systems and labor-affiliated funds are among the most likely actual filers. They mine the corpus for procedural precedent: which Item 5 group-aggregation strategies cleared the threshold, what Item 3 ownership evidence was accepted, and how Item 7 statements were structured. Output: their own draft SC 14N notices, internal eligibility memos, and group-coordination materials.
Staff at financial regulators, legislative offices, and policy organizations use the dataset as the closed universe of evidence on Rule 14a-18 utilization. They aggregate filing volume from metadata.json, (Filer) types, Item 3 ownership demonstrations, (Subject) characteristics, and SC 14N/A amendment frequency. Output: rulemaking comment letters and policy papers assessing whether proxy access has functioned as intended.
Compliance officers on the registrant side validate intake, deadline tracking, and response workflows against accepted filings. On the filer side, they verify that Item 3 ownership certifications, Item 4 holding-period attestations, and Item 5 group disclosures match the standard reflected in prior accepted notices. Output: compliance manuals, training materials, and pre-filing checklists.
Different users extract different elements from the same records: Item 3 ownership evidence and Item 4 certifications for legal review; Item 6 biographies and Item 7 statements for voting and trade analysis; (Filer) identity and Item 5 group composition for activism and academic study; SC 14N/A amendment patterns for regulatory assessment. The completeness of the corpus from November 2016 forward makes it the definitive reference for any work that turns on how Rule 14a-18 has actually been used.
The use cases below tie each workflow in the SC 14N Files Dataset to specific record fields and outputs.
A securities partner advising a public-pension fund preparing its own Schedule 14N pulls every accepted filing where the entities[] array shows two or more (Filer) records and reads Item 3 across each cover-page Reporting Person table to see how groups documented the 3% / 3-year aggregation. The partner also reads Item 4 holding-period attestations and any referenced broker letters submitted as exhibits. Output: an eligibility memo and a deficiency checklist for the fund's general counsel, anchored to the specific Item 3 / Item 4 language that has previously cleared issuer review.
A corporate secretary at a Russell 3000 registrant filters records on the (Subject) parenthetical inside entities[].companyName and the issuer sic code to find peer-sector notices. The team reads the Item 1 issuer block, the Item 2 nominator identification, the Item 6 nominee bios and independence representations, and any Item 7 dissolution language carried on SC 14N/A amendments. Output: a board memo on notice-validity criteria and an updated internal SOP for processing a received Schedule 14N within the bylaw response window.
A proxy solicitor working a contested-access situation joins the original SC 14N to its SC 14N/A amendments by issuer CIK and the cover-page Amendment No. value, using metadata.json.filedAt to plot the procedural clock. Item 3 aggregate ownership and Item 6(b)–(d) participant and cost-allocation disclosures are extracted to gauge group cohesion, and the Item 6 supporting statement is mined for thesis language. Output: a campaign calendar, an institutional-support model, and retail-outreach scripting tied to the specific 500-word supporting statement that will reach voters.
A governance academic iterates the full corpus, treating each accession folder as one nomination attempt and deduplicating amendments by anchoring on the original SC 14N accession number. Coded variables include (Filer) type (pension, labor-affiliated, individual, group), Item 3 percentage and dollar holdings, Item 5 group composition, Item 6 nominee count and biographical features, and (Subject) sic and stateOfIncorporation. Output: a panel dataset linking SC 14N attempts to downstream DEF 14A inclusion and 8-K Item 5.07 vote tallies for an empirical paper on the gap between attempts and ballot inclusion.
A hedge-fund analyst monitors new monthly YYYY-MM.zip archives, parses metadata.json to identify the issuer from the (Subject) entity, and reads Item 6 nominee biographies for operational, financial, or restructuring expertise plus Item 7 thesis language in the supporting statement. Aggregate ownership from the cover-page Reporting Person Row 3 is used to gauge filer credibility. Output: a screening note routed to portfolio managers for trade ideation around the named issuer's annual meeting.
A proxy-advisor analyst preparing a recommendation on a shareholder-nominated director cross-references prior SC 14N filings against the same filer or filer type. The analyst reviews Item 3 qualifying-ownership disclosures, Item 6(a) consent and Item 6(e) material-interest representations, and the negative-disclosure paragraph covering Regulation S-K Item 401(f) events. Output: a vote recommendation memo and an update to the firm's house policy on eligibility thresholds and group caps.
A regulatory-affairs analyst at a policy organization aggregates formType counts (SC 14N versus SC 14N/A) by year using metadata.json.filedAt, classifies each filing's regulatory basis from the four cover-page checkboxes (14a-2(b)(7), 14a-2(b)(8), 14a-11, or state-law / bylaw private ordering), and tabulates (Subject) size and sector from entities[].sic. Output: a comment letter or policy paper documenting that the fourth checkbox now dominates filings and quantifying how often nominations are amended, withdrawn, or precede a board change.
The Form SC 14N Files dataset is available through three access methods: a JSON metadata endpoint, a full archive download, and per-container downloads. Filings start on 2016-11-01 and cover form types SC 14N and SC 14N/A. Each container is a monthly ZIP archive holding the original EDGAR submission documents (HTML, TXT, PDF) along with a JSON metadata file per accession number.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-14n-files.json
This endpoint returns dataset-level metadata and the full list of container files. Use it to discover available containers, inspect per-container size, record counts, and updatedAt timestamps, and to monitor which monthly archives changed in the latest refresh so only updated containers need to be re-downloaded. This endpoint does not require an API key.
Example response:
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{
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"datasetId": "1f13365b-9ae0-6a34-9cd4-3be371e33faf",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-14n-files.zip",
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"name": "Form SC 14N Files Dataset",
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"updatedAt": "2026-04-16T08:35:56.021Z",
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"earliestSampleDate": "2016-11-01",
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"totalRecords": 36,
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"totalSize": 518771,
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"formTypes": ["SC 14N", "SC 14N/A"],
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"containerFormat": "ZIP",
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"fileTypes": ["HTML", "JSON", "TXT", "PDF"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-sc-14n-files/2026/2026-03.zip",
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"key": "2026/2026-03.zip",
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"size": 13818,
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"records": 2,
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"updatedAt": "2026-03-21T02:51:19.000Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-14n-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive containing all monthly containers from November 2016 to the latest refresh. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-sc-14n-files/2026/2026-03.zip?token=YOUR_API_KEY
Downloads one monthly container ZIP holding all SC 14N and SC 14N/A filings from that month, with each accession number's metadata file and source documents bundled inside. Use the containers[].downloadUrl values from the index JSON to target specific months. This endpoint requires an API key.
The dataset covers Schedule 14N — the proxy-access nomination notice prescribed under Rule 14a-18 of the Securities Exchange Act of 1934. Both SC 14N (original notices) and SC 14N/A (amendments) are included. Schedule 14N is the disclosure vehicle used by a nominating shareholder seeking to have one or more director nominees included in a registrant's own proxy materials.
One record is a single EDGAR submission of a Schedule 14N or Schedule 14N/A — a complete nomination notice keyed by accession number. Each record materializes on disk as one accession-numbered folder containing a metadata.json descriptor plus the full set of submitted filing documents (HTML, TXT, and PDF). Image binaries (GRAPHIC-typed files) are excluded from the archive but remain enumerated with their canonical sec.gov URLs in documentFormatFiles.
The filer is always the nominating shareholder or nominating-shareholder group that intends to invoke proxy access — never the issuer. The filer can be a natural person, an entity such as a fund or family office, or a group of such persons aggregating their holdings and holding periods to clear the applicable ownership threshold. EDGAR tags the parties using a (Filer) parenthetical for the nominating holder and (Subject) for the targeted issuer on the same accession.
Schedule 14N is event-driven, not periodic. Rule 14a-18 requires the shareholder to file Schedule 14N with the SEC on EDGAR on the same date it transmits its notice of nomination to the registrant. Under the prevailing 3/3/20/20 bylaw template, the notice typically reaches the registrant 120 to 150 days before the anniversary of the prior year's proxy release, which pushes most SC 14N filings into the late-fall to early-winter window for issuers with spring annual meetings.
DEF 14A is the registrant's own proxy statement and shows which nominees reached the company's proxy card; SC 14N is filed earlier, by the nominating shareholder, and shows attempted proxy access. DEFC14A is a dissident proxy statement run on a competing card outside the company's proxy materials — a fundamentally different mechanic from the SC 14N inclusion path under Rule 14a-18. Use SC 14N for proxy-access research, DEF 14A for ballot composition, and DEFC14A/PREC14A for full proxy-fight research.
Coverage begins on 2016-11-01 and runs through the latest refresh. Records are grouped into monthly ZIP containers named YYYY-MM.zip; new and updated containers are exposed via the dataset index JSON, where each container carries an updatedAt timestamp so downstream pipelines can re-download only what changed.
Each monthly ZIP expands to a YYYY-MM/ directory of accession folders. Inside an accession folder, the file types found in the dataset are HTML (the principal Schedule 14N document and any HTML exhibits), JSON (the metadata.json descriptor), TXT (the EDGAR complete-submission SGML envelope when shipped), and PDF (occasional supporting exhibits). Image documents referenced by the HTML are intentionally omitted but remain reachable through the URLs listed in metadata.json.documentFormatFiles[].documentUrl.