---
title: "Check proxy materials against Rule 14a-3 before a meeting solicitation"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-the-notice-of-meeting-against-the-listing-rule-information-require/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-4-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check proxy materials against Rule 14a-3 before a meeting solicitation

> List whether the file contains a preliminary or definitive proxy statement, whether each person to be solicited is shown as having been furnished with it, and which of the annual-report items named in the opened…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-the-notice-of-meeting-against-the-listing-rule-information-require/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List whether the file contains a preliminary or definitive proxy statement, whether each person to be solicited is shown as having been furnished with it, and which of the annual-report items named in the opened paragraphs of Rule 14a-3(b) are present. Do not write the notice of meeting, and do not invent Schedule 14A items. |
| What the lawyer must review | You write the notice and the proxy statement. Rule 14a-3(a) (17 CFR § 240.14a-3) provides that no solicitation subject to the regulation shall be made unless each person solicited is concurrently furnished, or has previously been furnished, with a publicly filed preliminary or definitive proxy statement, in the form and manner described in Rule 14a-16, containing the information specified in Schedule 14A, or a preliminary or definitive written proxy statement included in a registration statement on Form S-4, F-4, or N-14 containing the information specified in that form. Paragraph (a)(3) states a further case. The conditions after the word if in that paragraph were not fully opened. Do not rely on (a)(3) until they are read. Schedule 14A itself was not opened. Do not add items from memory. If the solicitation is made for the registrant, other than a registered investment company, and relates to an annual meeting, or a special meeting in lieu of the annual meeting, or a written consent in lieu of that meeting, at which directors are to be elected, the proxy statement shall be accompanied or preceded by an annual report. The report shall include consolidated audited balance sheets as of the end of the two most recent fiscal years and audited statements of income and cash flows for each of the three most recent fiscal years, prepared in accordance with Regulation S-X, except that Article 3, other than §§ 210.3-03(e), 210.3-04, and 210.3-20, and Article 11 shall not apply. The opened paragraphs also call for the supplementary financial information in Item 302, the accountant-disagreement information in Item 304, the segment information in Item 101(b), (c)(1)(i), and (d), the market and dividend information in Items 201(a), (b), and (c), and an undertaking in bold face or otherwise reasonably prominent type to provide the Form 10-K without charge on written request. Paragraphs (b)(5), (b)(6), and (b)(8) were not used. Paragraph (b)(13) allows a solicitation before the financial statements are available only in the opposition situation it describes, with an undertaking to furnish the report at least 20 calendar days before the meeting, or before the earliest date a written consent may be used. Rule 10b-5 still prohibits an untrue statement of a material fact, or a misleading omission, in connection with the purchase or sale of a security. |
| Written for | United States |
| Applies to | [Check the notice of meeting against the listing-rule information requirements](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-the-notice-of-meeting-against-the-listing-rule-information-require.md) |

## Checking plan

- What the AI does: List whether the file contains a preliminary or definitive proxy statement, whether each person to be solicited is shown as having been furnished with it, and which of the annual-report items named in the opened paragraphs of Rule 14a-3(b) are present. Do not write the notice of meeting, and do not invent Schedule 14A items.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Schedule 14A was not opened. Name the requirement. Do not invent its items.
- Do not use Rule 14a-3(a)(3), or paragraphs (b)(5), (b)(6), and (b)(8), until those passages are read.
- The 20-calendar-day undertaking is only the opposition case in paragraph (b)(13).

## Sources

- [17 CFR § 240.14a-3, information to be furnished to security holders](https://www.law.cornell.edu/cfr/text/17/240.14a-3) (checked 2026-10-22)
- [17 CFR § 240.10b-5, employment of manipulative and deceptive devices](https://www.law.cornell.edu/cfr/text/17/240.10b-5) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*