SEC Proposes Modernizing Proxy Solicitation Rules

The SEC has issued a proposing release titled “Proxy Solicitation Modernization.” If adopted, the proposed amendments would eliminate certain annual report delivery and exempt solicitation filing requirements, remove a 20-business-day delivery period for certain proxy statements and prospectuses, shorten the minimum broker-search period, and require contact information on proxy statement and information statement cover pages.

The proposed amendments follow recent Corporation Finance Interpretations which reflect a shift in the staff’s approach to annual report submissions, broker searches, and Notices of Exempt Solicitation. In his statement accompanying the proposal, SEC Chairman Paul Atkins indicates that the amendments are intended to update the Commission’s proxy rules to reflect developments in market practice and technology, as well as other innovations.

• Rule 14a-3: Delivery of annual reports to shareholders
  • Current framework: When a proxy solicitation concerns a meeting at which directors will be elected, Rule 14a-3 generally requires the proxy statement to be accompanied or preceded by an annual report to shareholders. Companies may satisfy this requirement with a glossy annual report, a Form 10-K “wrap,” or, in some circumstances, a Form 10-K.
  • Proposed change: Companies would no longer have to deliver an annual report to shareholders. Before furnishing the proxy statement, a company would instead need either to have filed its most recent Form 10-K on EDGAR or to have furnished a compliant annual report on EDGAR. Companies could continue sending annual reports voluntarily. The SEC would also eliminate the stock performance graph requirement for companies other than investment companies. Business development companies and face-amount certificate companies would continue providing the graph, but would include it in Form 10-K.
  • Practical effect: Most companies could rely on an already-filed Form 10-K, while investors would obtain the information through EDGAR or other electronic sources. The SEC acknowledges that this change could increase search costs for some investors and reduce direct access to more readable or supplemental annual report content.

• Schedule 14A and Forms S-4 and F-4: Twenty-business-day delivery period
  • Current framework: A proxy statement incorporating information by reference under specified provisions of Schedule 14A generally must be sent at least 20 business days before the shareholder meeting. Forms S-4 and F-4 impose a similar delivery period for certain business combination prospectuses that incorporate information by reference.
  • Proposed change: The SEC would eliminate these minimum 20-business-day delivery periods.
  • Practical effect: Companies would have greater flexibility in scheduling shareholder meetings and business combination transactions. The SEC notes that the incorporated filings are now readily available on EDGAR, reducing the need for a mandatory period developed when shareholders depended more heavily on paper delivery.

• Rule 14a-6(g): Notices of Exempt Solicitation
  • Current framework: Rule 14a-6(g) generally requires a person owning more than $5 million of a company’s securities to submit a Notice of Exempt Solicitation on EDGAR when conducting a written, nonpublic solicitation that does not seek proxy authority. The notice must include the written soliciting materials.
  • Proposed change: The SEC would rescind Rule 14a-6(g) and eliminate the notice requirement.
  • Practical effect: Large shareholders would no longer have to submit their exempt solicitation materials on EDGAR. The communications would remain subject to the proxy rules’ antifraud provision, and shareholders could use press releases, direct outreach, or third-party platforms to publicize them. The SEC notes that approximately 80% of notices submitted in 2025 appeared to be voluntary and indicates that these notices may confuse investors or obscure required filings because they appear on a company’s EDGAR page alongside the company’s own filings.

• Rule 14a-13: Broker-search period
  • Current framework: Rule 14a-13 generally requires a company to begin its broker search at least 20 business days before a meeting’s record date. In CFI Question 133.02, issued in January 2026, CorpFin indicated that it would not object to a shorter period if the company reasonably believed its proxy materials would be timely distributed to beneficial owners and otherwise complied with the rule.
  • Proposed change: The minimum broker-search period would be formally reduced to five business days.
  • Practical effect: The shorter period could reduce delays in transactions, contested elections, and other matters requiring shareholder approval. The SEC states that modern broker searches can often be completed within three days. It also acknowledges that the change could give investors less time to recall loaned shares, acquire shares, or coordinate with other shareholders before the record date.

• Contact information
  • New proposed requirement: Proxy and information statement cover pages would be required to identify a filing contact and provide that person’s address (which may be an email address) and telephone number.

The SEC characterizes the proposed amendments as an effort to remove requirements developed for a paper-based system and align the proxy process with EDGAR, electronic communications, and current market practices. The SEC estimates approximately $7.7 million in annual monetized benefits and $450,000 in annual monetized costs based on the compliance effects it was able to quantify.

If adopted, the proposed amendments would reduce several delivery and filing obligations while shifting greater responsibility to investors to retrieve information electronically. The SEC acknowledges possible tradeoffs, including reduced access to readable annual report content, the loss of a centralized channel for exempt solicitation materials, and less time for certain shareholder activities before a record date. The proposal is not final and remains subject to public comment.

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