SEC Proposes to Streamline Proxy Solicitation Requirements

Summary

On September 16, 2026, the US Securities and Exchange Commission (SEC) issued a proposing release titled “Proxy Solicitation Modernization” proposing amendments that, if adopted, would affect companies subject to Regulation 14A or Regulation 14C under the Securities Exchange Act of 1934, as amended (“Exchange Act”); companies using Forms S-4 and F-4 for covered business combination transactions; and persons conducting exempt solicitations under Rule 14a-2(b)(1). The SEC proposes to:

• Eliminate the requirement to deliver an annual report to shareholders (ARS) with or before proxy materials for meetings involving director elections
• Eliminate certain 20-business-day minimum delivery periods for information statements, proxy statements, and registration statements when information is incorporated by reference
• Rescind Rule 14a-6(g), eliminating the requirement to submit a notice of exempt solicitation via EDGAR
• Shorten the minimum broker search period from 20 business days to five
• Require a representative’s name, address, and telephone number on the cover pages of proxy statements and information statements

In his statement accompanying the proposal, SEC Chairman Paul Atkins indicates that the proposed amendments are intended to update the agency’s proxy rules to reflect developments in market practice and technology, as well as other innovations.

The principal proposed changes and their practical effects for public companies are summarized below.

Summary of Proposed Amendments

The Proposed Amendments

Annual Reports and ARS Submissions

Exchange Act Rule 14a-3(b) generally requires a proxy statement for a meeting involving the election of directors to be accompanied or preceded by an ARS. The annual report must be submitted electronically on EDGAR, under the header submission type “ARS.” The ARS is distinct from the company’s annual report on Form 10-K, but the SEC notes in the proposing release that many companies use their Form 10-K or a Form 10-K “wrap” to satisfy the annual report delivery and submission requirements.

The proposed amendments contemplate eliminating the requirement to deliver annual reports to shareholders. Instead, prior to furnishing a proxy statement for a meeting involving the election of directors, a company would need to have either filed its Form 10-K for its most recent fiscal year or submitted a Rule 14a-3 annual report on EDGAR. The corresponding information statement requirements under Regulation 14C would also be amended. The SEC explains that the separate annual report requirements largely duplicate Form 10-K disclosure and that eliminating this redundancy would reduce costs and duplicative EDGAR submissions that may confuse investors.

The SEC indicates in the proposing release that most companies would be able to rely on a previously filed Form 10-K if the amendments were adopted as proposed, and that those companies would no longer need to separately submit an ARS under the header submission type “ARS.” If the proposed amendments are adopted by the SEC, a company could still choose to voluntarily distribute an ARS, but proposed Rule 14a-3(c) would require the report to be submitted electronically in accordance with the EDGAR Filer Manual. The annual report would continue to be furnished, rather than filed, for Exchange Act liability purposes.

The SEC also proposes to eliminate the requirement that an annual report include a stock performance graph specified in Item 201(e) of Regulation S-K for companies other than investment companies. The SEC considers the requirement outdated because comparable information on stock performance is widely available through online sources. The proposed amendments would require that business development companies and face-amount certificate companies continue to provide the stock performance graph, but the information would be included in the Form 10-K rather than in an ARS. Registered investment companies generally would remain subject to their separate annual report requirements.

Twenty-Business-Day Delivery Requirements

Note D.3 to Schedule 14A currently requires certain proxy statements incorporating information by reference under Items 13(b) or 14(e)(1) to be sent to shareholders at least 20 business days before a shareholder meeting. Item 1 of Schedule 14C makes Note D applicable to information statements. General Instruction A.2 in Forms S-4 and F-4 imposes the same 20-business-day delivery requirement when a prospectus incorporates information by reference in connection with certain business combinations.

The SEC proposes to eliminate these requirements because they predate EDGAR, and the incorporated filings are now available without charge on EDGAR and can be delivered electronically upon request. Companies would have greater scheduling flexibility, but timing considerations arising from state law, stock exchange rules, governing-document provisions, SEC review, and other sources would continue to apply.

Notices of Exempt Solicitation

Exchange Act Rule 14a-2(b)(1) exempts from most proxy filing and disclosure requirements solicitations by persons who do not seek proxy authority and do not furnish or request a form of revocation, abstention, consent, or authorization. Solicitations conducted in reliance on Rule 14a-2(b)(1) remain subject to Exchange Act Rule 14a-9’s prohibition against materially false or misleading statements. These types of solicitations are often referred to as “exempt solicitations.”

Exchange Act Rule 14a-6(g) generally requires a person to submit a notice of exempt solicitation on EDGAR if the person beneficially owns more than $5 million in market value of the class of securities that is the subject of the solicitation at the commencement of the solicitation and conducts the solicitation in writing, and if the written soliciting materials are not already publicly available. The SEC proposes to rescind Rule 14a-6(g) and eliminate the notice requirement without changing the underlying exemption under Rule 14a-2(b)(1) or the anti-fraud protections of Rule 14a-9.

The SEC’s rationale is that Rule 14a-6(g) no longer meaningfully alerts companies and investors to significant nonpublic exempt solicitations because most notices are voluntary, shareholders have alternative communication channels, and companies often learn of solicitations through other means. The SEC notes in the proposing release that approximately 228 of the 286 notices submitted in 2025, or approximately 80%, appeared to be voluntary submissions that were not required by Rule 14a-6(g). The SEC also indicates in the proposing release that the notices may confuse investors, because they appear on a company’s EDGAR page even though the company did not submit them, and multiple notices may make required filings harder to locate.

Rescission of Rule 14a-6(g) would reduce the submission obligations of soliciting shareholders while eliminating public access to notices that companies and investors may use to identify exempt solicitation activity.

Broker Search Period

A broker search is the process by which a company asks brokers, banks, and other record holders how many sets of proxy materials they need to forward to beneficial owners of the company’s shares. Exchange Act Rule 14a-13 generally requires a company to begin its broker search at least 20 business days before the record date for a shareholder meeting. The SEC proposes to reduce this minimum broker search period to five business days. In the proposing release, the SEC notes that technological advances have made coordination among intermediaries more efficient, that broker searches today can often be completed in as few as three days, and that the shorter period could reduce delays, costs, and uncertainty in transactions and proxy contests. 

The SEC notes in the proposing release that a shorter broker search period could reduce the advance-informational advantages available to dissidents, the time available for dissidents to acquire shares or coordinate with other investors, and opportunities for “empty voting,” which the SEC describes as the separation of voting rights from substantial economic ownership. The SEC acknowledges, however, that a shorter broker search period could leave investors with less time to recall loaned shares. The proposed amendments would retain the existing seven-business-day response periods for brokers and banks under Rules 14b-1 and 14b-2, which could limit the practical utility of the five-business-day minimum period. The SEC is requesting comment on whether those response periods should also be shortened.

Contact Information

Many SEC filings, such as registration statements and tender offer statements, require filers to supply contact information on the cover page of the submission. The SEC proposes to require that similar contact information be included on the cover pages of proxy and information statements, including the name of a representative, an address (which may be an email address), and a telephone number. The SEC indicates that the proposed requirement would facilitate more timely communication between SEC staff and filers.

Selected Requests for Comment

The SEC is requesting comment on the following topics, among others:

• Annual reports and ARS submissions: Whether eliminating the annual report delivery requirement would adequately protect investors, whether companies should be permitted to submit an annual report on EDGAR as an alternative to relying on Form 10-K, and whether companies would continue producing annual reports voluntarily
• Stock performance graph: Whether the requirement to provide a stock performance graph should be retained for investment companies or for all companies, and, if retained, whether the stock performance graph should be included in Form 10-K or another filing
• Incorporation by reference: Whether the 20-business-day delivery periods that apply when information is incorporated by reference should be eliminated or replaced with shorter periods
• Notices of exempt solicitation: Whether Rule 14a-6(g) should be rescinded or modified, including by prohibiting voluntary notices, changing the $5 million threshold, improving how notices appear on EDGAR, or requiring soliciting shareholders to notify the affected company directly
• Broker searches: Whether five business days is appropriate for conducting a broker search, whether a 10-business-day or principles-based standard would be preferable, and whether use of a shorter period should depend on a reasonable belief that proxy materials will be timely distributed
• Shareholder effects: How a shorter broker search period could affect share recalls, securities lending, dissident shareholders, and regulated funds

Actions for Companies to Consider Now

Continue Current Practices Pending Final Rules

The SEC’s proposed amendments do not change current obligations. Unless and until final rules become effective, companies should continue: (i) delivering annual reports to shareholders in accordance with Rule 14a-3(b); (ii) submitting annual reports on EDGAR, generally under the header submission type ARS; and (iii) complying with applicable 20-business-day delivery periods in connection with certain filings. Companies also may continue to take into account Question 133.02 of the Division of Corporation Finance’s Proxy Rules and Schedules 14A/14C Corporation Finance Interpretations when determining the timing of a broker search. Consistent with Question 126.06 of the Proxy Rules and Schedules 14A/14C Corporation Finance Interpretations, market participants not subject to Rule 14a-6(g) should not submit voluntary notices of exempt solicitation.

Evaluate Annual Report and ARS Practices

Companies should evaluate whether they would continue producing a separate ARS if the SEC’s delivery requirement were eliminated. A company that relies on its already-filed Form 10-K generally would not need to prepare or submit a separate annual report. Companies using a Form 10-K wrap should consider whether they would discontinue that approach if the SEC were to adopt the proposed amendments. A company that would continue distributing a voluntary ARS should note that proposed Rule 14a-3(c) would require that annual report to be submitted electronically on EDGAR, and the annual report generally would remain furnished, rather than filed, for Exchange Act liability purposes. Further, a company electing to rely on Form 10-K rather than a separate annual report would need to file its Form 10-K before furnishing its proxy statement. Companies other than registered investment companies would also continue to provide Form 10-K without charge upon request by a proxy recipient. Companies should confirm that their proxy calendar accommodates this sequencing.

Review Meeting and Transaction Calendars

The proposed elimination of the 20-business-day delivery periods when information is incorporated by reference and the proposed reduction of the minimum broker search period to five business days, if adopted as proposed, could provide flexibility for special meetings, contested elections, distressed-company approvals, and business combinations. The proposed amendments would retain the existing intermediary response periods under Rules 14b-1 and 14b-2, which could limit the practical utility of the shorter broker search period contemplated by the amendments. Companies should coordinate with transfer agents, proxy service providers, intermediaries, and counsel before revising their schedule. Other applicable timing requirements and considerations, including those arising under state law, stock exchange rules, governing documents, and the SEC review process, would continue to apply.

Reassess Exempt Solicitation Monitoring

If Rule 14a-6(g) is rescinded as proposed, notices of exempt solicitation would no longer be submitted on EDGAR. Companies that currently rely on EDGAR to identify exempt solicitation activity should consider alternative monitoring procedures, as exempt solicitations may be disseminated through press releases, websites, and other channels.

Monitor the Rulemaking and Consider Commenting

Companies should monitor whether the SEC adopts final rules and whether the final requirements differ from the proposed amendments, as well as the effective and transition dates of any adopted amendments. Companies with views on the proposed amendments should consider submitting comments.