eCFR :: 17 CFR 240.14c-101 -- Schedule 14C. Information required in information statement.

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Title 17 —Commodity and Securities Exchanges
Chapter II —Securities and Exchange Commission
Part 240 —General Rules and Regulations, Securities Exchange Act of 1934
Subpart A —Rules and Regulations Under the Securities Exchange Act of 1934
Regulation 14C: Distribution of Information Pursuant to Section 14(
EDITORIAL NOTE ON PART 240

Editorial Note: Nomenclature changes to part 240 appear at 57 FR 36501, Aug. 13, 1992, and 57 FR
47409, Oct. 16, 1992.

§ 240.14c-101 Schedule 14C. Information required in information statement.

Schedule 14C Information
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
[ ] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101)
per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

Note
Note to Cover Page: Where any item, other than Item 4, calls for information with respect
to any matter to be acted upon at the meeting or, if no meeting is being held, by written
authorization or consent, such item need be answered only with respect to proposals to
be made by the registrant. Registrants and acquirees that meet the definition of “smaller
reporting company” under Rule 12b-2 of the Exchange Act (§ 240.12b-2) shall refer to the
disclosure items in Regulation S-K (§§ 229.10 through 229.1123 of this chapter) with

specific attention to the scaled disclosure requirements for smaller reporting companies,
if any. A smaller reporting company may provide the information in Article 8 of Regulation
S-X in lieu of any financial statements required by Item 1 of § 240.14c-101.

Item 1. Information required by Items of Schedule 14A (17 CFR 240.14a-101). Furnish the information
called for by all of the items of Schedule 14A of Regulation 14A (17 CFR 240.14a-101) (other than
Items 1(c), 2, 4 and 5 thereof) which would be applicable to any matter to be acted upon at the
meeting if proxies were to be solicited in connection with the meeting. Notes A, C, D, and E to
Schedule 14A (including the requirement in Note D.5 to provide an Interactive Data File in
accordance with § 232.405 of this chapter and the EDGAR Filer Manual where applicable pursuant
to § 232.405(b) of this chapter) are also applicable to Schedule 14C.
Item 2. Statement that proxies are not solicited. The following statement shall be set forth on the first
page of the information statement in bold-face type:

We Are Not Asking You for a Proxy and You are Requested Not To Send
Us a Proxy
Item 3. Interest of certain persons in or opposition to matters to be acted upon. (a) Describe briefly
any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following
persons in any matter to be acted upon, other than elections to office:
(1) Each person who has been a director or officer of the registrant at any time since the beginning
of the last fiscal year;
(2) Each nominee for election as a director of the registrant;
(3) Each associate of any of the foregoing persons.
(b) Give the name of any director of the registrant who has informed the registrant in writing that he
intends to oppose any action to be taken by the registrant at the meeting and indicate the action
which he intends to oppose.
(c) Furnish the information required by Item 402(t) of Regulation S-K (§ 229.402(t) of this chapter).

Item 4. Proposals by security holders. If any security holder entitled to vote at the meeting or by
written authorization or consent has submitted to the registrant a reasonable time before the
information statement is to be transmitted to security holders a proposal, other than elections to
office, which is accompanied by notice of his intention to present the proposal for action at the
meeting the registrant shall, if a meeting is held, make a statement to that effect, identify the
proposal and indicate the disposition proposed to be made of the proposal by the registrant at the
meeting.

Instructions. 1. This item need not be answered as to any proposal submitted with respect to an
annual meeting if such proposal is submitted less than 60 days in advance of a day corresponding
to the date of sending a proxy statement or information statement in connection with the last
annual meeting of security holders.
2. If the registrant intends to rule a proposal out of order, the Commission shall be so advised 20
calendar days prior to the date the definitive copies of the information statement are filed with the
Commission, together with a statement of the reasons why the proposal is not deemed to be a
proper subject for action by security holders.
Item 5. Delivery of documents to security holders sharing an address. If one annual report to security
holders, information statement, or Notice of Internet Availability of Proxy Materials is being
delivered to two or more security holders who share an address, furnish the following information in
accordance with § 240.14a-3(e)(1):

(a) State that only one annual report to security holders, information statement, or Notice of
Internet Availability of Proxy Materials, as applicable, is being delivered to multiple security
holders sharing an address unless the registrant has received contrary instructions from one
or more of the security holders;
(b) Undertake to deliver promptly upon written or oral request a separate copy of the annual report
to security holders, information statement, or Notice of Internet Availability of Proxy Materials,
as applicable, to a security holder at a shared address to which a single copy of the documents
was delivered and provide instructions as to how a security holder can notify the registrant
that the security holder wishes to receive a separate copy of an annual report to security
holders, information statement, or Notice of Internet Availability of Proxy Materials, as
applicable;
(c)

Provide the phone number and mailing address to which a security holder can direct a
notification to the registrant that the security holder wishes to receive a separate annual report
to security holders, information statement, or Notice of Internet Availability of Proxy Materials,
as applicable, in the future; and

(d) Provide instructions how security holders sharing an address can request delivery of a single
copy of annual reports to security holders, information statements, or Notices of Internet
Availability of Proxy Materials if they are receiving multiple copies of annual reports to security
holders, information statements, or Notices of Internet Availability of Proxy Materials.

[51 FR 42072, Nov. 20, 1986, as amended at 52 FR 48984, Dec. 29, 1987; 57 FR 36495, Aug. 13, 1992; 58 FR
14684, Mar. 18, 1993; 59 FR 67765, Dec. 30, 1994; 61 FR 49960, Sept. 24, 1996; 65 FR 65752, Nov. 2, 2000; 72 FR
4172, Jan. 29, 2007; 73 FR 977, Jan. 4, 2008; 76 FR 6046, Feb. 2, 2011; 86 FR 70259, Dec. 9, 2021; 87 FR 55197,
Sept. 8, 2022]