On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify annual meeting and proxy production and create flexibility in transaction and meeting calendars. As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”
The table below summarizes what would change for issuers; we look at each change, and the SEC’s reasoning, in more detail below.
| Topic | Current Practice | Proposed Change | Impact to Issuers |
|---|---|---|---|
| Annual Report to Shareholders | An annual report to security holders (ARS) must accompany or precede the proxy statement and must be submitted on EDGAR; most of its required content duplicates the Form 10-K. | Eliminate the ARS requirement for issuers with a Form 10-K on file; voluntary reports remain permitted. Eliminate Item 201(e) stock performance graph requirement. | One fewer document in the proxy production cycle; the SEC estimates roughly 90% of filers to rely on the Form 10-K. |
| Incorporation-by-Reference Deadline | A proxy statement, or an S-4 or F-4 prospectus, that incorporates certain information by reference must be sent at least 20 business days before the vote. | Eliminate the minimum period. | More calendar flexibility in transactions; likely a smaller practical effect on routine annual meeting proxy statements. |
| Notices of Exempt Solicitation | Large holders must file notices of non-public written solicitations; voluntary notices have largely stopped since the Staff objected to them in January 2026. | Eliminate the Notice entirely, going beyond the Staff’s January position by also eliminating the mandatory filing for large holders. | No centralized EDGAR source for such notices; monitoring shifts to press releases and third-party platforms. |
| Broker Search Period | The search must begin at least 20 business days before the record date, though the Staff has allowed shorter searches since January 2026. | Set a five-business-day minimum. | More calendar flexibility in transactions and contests, although an issuer may not receive all responses before the record date if intermediaries use their full response periods. |
| Cover Page Contact | Neither the Schedule 14A nor the Schedule 14C cover page identifies a contact. | Add a named representative, with a telephone number and an address that may be an email address, to Schedule 14A and 14C cover pages. | Identify the appropriate representative, who may also receive shareholder outreach. |
Link to Delivery of Annual Reports to Security Holders Would No Longer Be Required Delivery of Annual Reports to Security Holders Would No Longer Be Required
Rule 14a-3(b) currently requires that a proxy statement for a meeting at which directors are to be elected be accompanied or preceded by an annual report to security holders. That annual report, commonly referred to in EDGAR as an ARS submission, may take the form of a glossy annual report, a Form 10-K wrap or, in some cases, the Form 10-K itself. Substantially all of the required content is also required in the Form 10-K. Only two substantive items are not:
- the Item 201(e) stock performance graph, which the proposal would eliminate for all registrants other than investment companies. Business development companies and face-amount certificate companies would keep it and move it to the Form 10-K, preserving parity with other regulated funds. The SEC notes that this is consistent with its pending filer status simplification proposal, which would also relieve most registrants of the graph while retaining it for investment companies; the difference is that this proposal would reach large accelerated filers as well; and
- disclosure of a change in the issuer’s certifying accountant under Item 304(a) of Regulation S-K, which would remain available to investors through Item 4.01 of Form 8-K.
The upshot is that the ARS largely duplicates the Form 10-K, and the SEC’s aim is to remove that duplication, which it says would reduce costs and eliminate a filing that may confuse investors. For an issuer with a Form 10-K on file for its most recent fiscal year, the proposal would eliminate the separate ARS obligation: an issuer would satisfy Rule 14a-3(b) by having filed its Form 10-K for the most recent completed fiscal year on EDGAR before the proxy statement is sent, and no ARS would need to be prepared, submitted or delivered. An issuer without a Form 10-K on file for its most recent fiscal year would instead furnish a conforming annual report on EDGAR as a Form ARS, but would not have to deliver it to shareholders. Parallel changes would apply to information statements under Rule 14c-3.
The requirement to furnish a Form ARS would be eliminated, but the option to voluntarily furnish an ARS would remain. Nothing in the proposal would prevent an issuer from continuing to send a Rule 14a-3 annual report voluntarily, including a glossy report, provided it still submits the report on EDGAR as a Form ARS separate from the Form 10-K. Such a report would continue to fall outside Section 18 liability under the Securities Exchange Act of 1934, since it would remain furnished rather than filed. A proposed Note F to Schedule 14A would relocate the undertaking now in Rule 14a-3(b)(10), preserving, for issuers other than registered investment companies, the obligation to provide the Form 10-K without charge on request.
Link to Incorporation-by-Reference Delivery Deadlines Would Be Eliminated Incorporation-by-Reference Delivery Deadlines Would Be Eliminated
In cases where a proxy statement incorporates a document by reference in the manner permitted by Item 13(b) or Item 14(e)(1) of Schedule 14A, Note D.3 to Schedule 14A currently requires an issuer to send such a proxy statement at least 20 business days before the meeting, or, if no meeting is held, before the date the votes, consents or authorizations may be used to effect the corporate action. Those items cover financial and related information about the issuer and information about the parties to a merger or similar transaction, so the requirement surfaces principally in transactional proxy statements rather than routine annual meeting proxy materials. General Instruction A.2 to each of Form S-4 and Form F-4 imposes a parallel 20-business-day minimum for a prospectus incorporating information about the registrant or the company being acquired. The proposal would eliminate each 20-business-day period, and because Item 1 of Schedule 14C makes Note D applicable there, the change would reach information statements as well.
The SEC’s rationale is that the documents eligible for incorporation by reference are now available without charge on EDGAR, are hyperlinked in the incorporating filing, and can be sent electronically on request. It identifies Forms S-4 and F-4 as the setting in which elimination matters most, because the 20-business-day period most commonly applies in connection with a business combination vote. The SEC acknowledges that a compressed schedule could leave some shareholders, particularly retail investors, less time to locate and review incorporated information, and asks whether a shorter fixed period, such as ten business days, should be retained instead.
Link to Notices of Exempt Solicitation Would Be Eliminated Notices of Exempt Solicitation Would Be Eliminated
Rule 14a-2(b)(1) exempts from most of the federal proxy rules a solicitation by a person who does not seek authority to act as proxy and does not furnish or request a form of revocation, abstention, consent or authorization. Shareholders use exempt solicitations as a quick, inexpensive way to communicate their views before a meeting. A study the SEC cites in the release, examining notices submitted between 1997 and 2019, found that roughly half of exempt solicitations relate to shareholder proposals, and that the largest single category, about 36%, solicited against management’s director nominees, with public pension funds, union funds, hedge funds and other institutional investors accounting for most of the filings. Rule 14a-6(g) requires filing a Notice of Exempt Solicitation on EDGAR, with the soliciting material attached, only where the solicitation is (i) by a holder beneficially owning more than $5 million of the issuer’s securities at the commencement of the solicitation, (ii) in writing and (iii) not already publicly available. Those three conditions track the notice’s purpose, which was to alert issuers and the market to non-public written solicitations by large holders.
The form came to be used well beyond that purpose. In recent years, the vast majority of notices of exempt solicitation appear to have been voluntary, either because the filer owned less than the required $5 million to trigger a filing or because the submitted material was already public, such as a press release. Voluntary filings made by filers owning less than $5 million of an issuer’s outstanding shares rose from roughly 40% of notices in 2018 to roughly 80% in 2025. Public pension funds, union funds and hedge funds have historically accounted for most filings. The SEC concluded that the notice no longer serves its purpose, since shareholders have other channels to publicize their views and issuers usually learn of these communications elsewhere. The SEC therefore proposes to rescind Rule 14a-6(g) and eliminate the Notice of Exempt Solicitation altogether, required and voluntary alike.
The Staff had already curtailed voluntary Notice of Exempt Solicitation filings in January 2026, when it revised its Corporation Finance Interpretations (CFIs) to state that it would object to them. We covered those interpretations here. Only about five voluntary notices have been submitted since, so the practice has largely stopped without a rule change, and the SEC acknowledges that the cost savings from rescission may accordingly be lower than its estimate. Rescission would eliminate the mandatory notice for large holders, the population the rule was originally designed to reach, as well as fully eliminate any remaining voluntary filings from smaller holders. Short of full rescission, the SEC in its proposal also seeks public comment on whether it should instead only prohibit voluntary submissions by rule, adjust the $5 million threshold, or suppress the notices from an issuer’s EDGAR page by default.
Rescission of Rule 14a-6(g) would not affect the underlying exemption. A shareholder could still conduct an exempt solicitation under Rule 14a-2(b)(2), for example, by writing to other shareholders in support of a proposal or against a director slate. Any such solicitation would remain subject to Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials. What changes is the visibility of these solicitations through EDGAR, as the centralized EDGAR filing for Notices of Exempt Solicitation would be eliminated. Third-party platforms listing exempt solicitations emerged after the January 2026 Staff interpretations, and shareholders often publicize their solicitations by press release in any event.
Link to The Minimum Broker Search Period Would Fall to Five Business Days The Minimum Broker Search Period Would Fall to Five Business Days
A broker search is the inquiry an issuer makes of its record holders to determine how many sets of proxy materials they need in order to forward them to beneficial owners. Rule 14a-13 generally requires that inquiry begin at least 20 business days before the record date, a period set to accommodate a paper-based, multi-step distribution process.
The proposal would cut the minimum broker search period to five business days, reflecting the SEC’s understanding that electronic coordination and the common use of proxy service providers now permit a search to be completed in as few as three days. The Staff reached much the same conclusion in a CFI issued in January 2026, saying it would not object to a shorter search where the issuer reasonably believed its materials would still reach beneficial owners on time. The proposal would codify this flexibility in the rule without the reasonable-belief condition expressed in the CFI, though the SEC asks whether such a condition should be attached, whether ten business days would be a more appropriate period, or whether it should set no fixed minimum at all. The change would matter most in transactions requiring shareholder approval, where the record date cannot be set earlier than 20 business days after the search commences, and in proxy contests, where the period can delay an issuer’s mailing even after Staff review is complete.
Two qualifications to note: Rule 14a-13 already permits a shorter period for special meetings where 20 business days is impracticable, so the incremental flexibility there is limited. More significantly, the search is only useful once intermediaries answer, and the proposal would not change their deadlines: a broker or dealer has seven business days to respond under Rule 14b-1(b)(1), and a bank has one business day to identify respondent banks and seven to report its own beneficial-owner count under Rule 14b-2(b), with each successive respondent bank carrying its own period. An issuer using the five-day minimum broker search period might therefore not have responses before the record date. The SEC asks whether those periods should be cut to three business days and whether investment companies warrant different treatment. As we noted when the CFI was issued, an issuer would still need to coordinate with its transfer agent and proxy service providers, which in practice may sometimes require closer to ten business days.
Link to Other Proposed Amendments Other Proposed Amendments
The proposal would require the cover pages of Schedule 14A and Schedule 14C to include the name, address and telephone number of a representative who can respond to questions or comments regarding the filing; the address may be an email address. Neither cover page identifies a contact today. The SEC’s principal aim is to speed communication between the Staff and the filer, since Staff reviewing a filing must otherwise locate the right person by other means, which can delay the review and comment process and, with it, the scheduling of a meeting. The SEC expects a secondary benefit in making it easier for shareholders to direct questions to the filer, although it acknowledges that where an issuer’s contact information is already available through investor relations channels the incremental benefit may be modest. Because the named representative would field Staff comments during review, the choice is a practical one about who on the filing team is best placed to take those calls, recognizing that the same person may also hear from shareholders.
The remaining amendments are principally conforming and technical. They would remove references to the delivery of annual reports to security holders across Rules 14a-13, 14a-16, 14c-7 and 14d-5, Schedule 14A and Schedule 14C, eliminate references to Rule 14a-6(g) in Rule 14a-2(b) and Regulation S-T, replace “mailing address” with “address” in the householding disclosure required by Item 23(c) of Schedule 14A and Item 5(c) of Schedule 14C so that an email address may be given, remove obsolete references to paper submissions to the Commission, and correct typographical errors and cross-references in the proxy rules.
Link to What Happens Next What Happens Next
The SEC’s proposing release, summarized in its fact sheet, will be open for public comment for 60 days following Federal Register publication, after which the SEC Staff will review comments and the SEC will decide whether, when, and in what form to adopt a final rule. The proposing release does not propose a specific effective date, compliance date or phase-in period.
The SEC released this proposal alongside its proposal to rescind Rule 14a-8 and amend Rule 14a-4(c), which we address in a separate alert. Together, the proposals could materially reshape how public companies and shareholders navigate the proxy process.