What Is a DEFC14A Filing? The SEC's Contested Proxy Statement

DEFC14A is the EDGAR submission type for a definitive proxy statement filed by a company when its shareholder vote, most often a director election, is being contested by another party soliciting votes against it. It is filed under the same Schedule 14A that covers every other proxy statement, with the "C" marking it as a contested solicitation rather than a routine annual meeting.

This guide explains what triggers a DEFC14A, how it differs from the related filing types in a proxy fight, what the universal proxy rule changed in 2022, and how to read the contest out of the filing as structured data instead of a PDF.

What DEFC14A means on EDGAR

Every company proxy statement is filed under Section 14(a) of the Securities Exchange Act of 1934 and Schedule 14A of Regulation 14A, which sets out the disclosure items a proxy statement must cover. EDGAR assigns a submission type code to each stage and flavor of that disclosure. DEF 14A is the ordinary definitive proxy for an uncontested annual meeting. When another party is soliciting proxies against the company's recommendation, usually over board seats, the company's definitive proxy becomes DEFC14A instead.

The underlying legal requirements, what must be disclosed, how proxies are solicited, when materials go definitive, are the same under Schedule 14A either way. What changes is who else is in the fight and what the company has to say about it: the background of the solicitation, the dissident's stated reasons, and, since 2022, a proxy card that lists every nominee from both sides.

DEFC14A vs. the other filings in a proxy fight

A contested vote produces filings from both sides, at both the preliminary and definitive stage. The code tells you which side filed and whether review by the SEC staff is still pending.

The universal proxy rule changed what goes inside a DEFC14A

Before the SEC's universal proxy rule, each side in a contested director election mailed its own proxy card, so a shareholder voting by card for the dissident's slate could not also vote for some of management's nominees, and vice versa. Rule 14a-19 under the Exchange Act, adopted in November 2021, requires both the company and a soliciting dissident to use a universal proxy card listing every nominee from both slates, so shareholders can mix and match. The requirement applies to shareholder meetings held after August 31, 2022, which means any DEFC14A for a meeting on or after that date must include or reference a card that names the dissident's nominees alongside the company's own.

That changed what a DEFC14A has to say about the other side. The company's definitive proxy must now identify the dissident's nominees by name, confirm the card format, and set out the background of the solicitation in enough detail for the universal card to make sense to a shareholder who has only read one side's materials.

What is inside a DEFC14A filing

A DEFC14A carries the same required items as any Schedule 14A proxy, plus contest-specific disclosure:

• Background of the solicitation. A timeline of contact between the company and the dissident, including any settlement discussions. A dissident that has crossed 5% ownership will usually also show up in Schedule 13D activist stake filings, filed separately from the proxy contest itself.
• The company's nominees and recommendation. Biographies, committee memberships and the board's stated reasons to vote for its own slate.
• The dissident's nominees, as the company discloses them. Required once the universal proxy card is in use, since the card itself lists both slates.
• Any shareholder proposals up for a vote at the same meeting, separate from the director contest itself.
• Solicitation mechanics. Who is soliciting proxies on the company's behalf and what it is paying them.

If the contest ends in a settlement before the vote, the parties typically document it as a cooperation or settlement agreement, often filed as an exhibit to a later DEFA14A or 8-K, rather than inside the DEFC14A itself.

How to find DEFC14A filings

EDGAR's full text search and company filing pages both let you filter by form type, so searching DEFC14A on either will return the raw filings for a given company or across all companies in a date range. The DEFC14A dataset page lists which fields SecFeed exposes from it, including the raw filing alongside the parsed contest fields. That works well for a single contest you already know about. Comparing contests across many companies, or pulling out just the dissident's name and the seats sought without reading the whole document, means parsing the proxy text yourself.

Reading proxy contest data in code

SecFeed's Shareholder Proposals and Proxy Contests API reads both DEF 14A and DEFC14A filings and returns the contest as structured fields: whether the vote is contested, the dissident, how many seats it is seeking, and whether a universal proxy card is in use.

curl "https://secfeedapi.com/v1/shareholder-proposals-proxy-contests?ticker=AAPL" \
  -H "Authorization: Bearer YOUR_API_KEY"

A contested filing's contest object looks like this:

{
  "accessionNo": "0000912345-26-000987",
  "formType": "DEFC14A",
  "filer": {
    "filedBy": "registrant",
    "personFilingName": null
  },
  "contest": {
    "isContested": true,
    "contestType": "director_election",
    "dissidents": [
      {"name": "EXAMPLE CAPITAL PARTNERS LLC", "ownershipPct": 6.2}
    ],
    "seatsSought": 3,
    "universalProxyCard": true
  }
}

A DEFN14A filed by the dissident itself reads the same way, with filer.filedBy set to other_party and personFilingName naming the filer. For planning rather than parsing, the same dataset carries nextMeetingDeadlines, the Rule 14a-8 shareholder proposal deadline, the advance notice bylaw window, and the Rule 14a-19 notice deadline for the following year's meeting, taken from the current proxy's own disclosure.

Frequently asked questions

What does the "C" in DEFC14A stand for?

Contested. It marks a definitive Schedule 14A proxy statement filed by the company when its shareholder vote, almost always a director election, is being contested by another party soliciting proxies against the company's recommendation.

Is DEFC14A the same thing as a proxy fight?

Not quite. A proxy fight is the contest itself. DEFC14A is one of several EDGAR filing types the contest produces, specifically the company's own definitive proxy statement. The dissident's matching filing is DEFN14A.

Do both sides have to use the same proxy card now?

For director election contests at meetings held after August 31, 2022, yes. Rule 14a-19 requires a universal proxy card listing every nominee from both the company's slate and the dissident's, so a shareholder can vote for a mix of names from either side on one card.

How is DEFC14A different from DEFM14A?

Both are definitive Schedule 14A filings, but they mark different situations. DEFM14A is the definitive proxy for a merger or similar transaction vote, contested or not. DEFC14A marks a contested solicitation, typically over director seats, whether or not a merger is involved.

Can a DEFC14A be amended?

Yes. A company can file a revised definitive proxy, DEFR14A, if it needs to correct or add to the DEFC14A after it goes out, and ordinary soliciting updates during the contest are filed as DEFA14A.