SEC Proposes Updates to Proxy Solicitation Mechanics and Requirements

On September 16, 2026, the Securities and Exchange Commission (the “Commission”) proposed amendments to its proxy solicitation rules that are intended to reduce costs and eliminate requirements that the Commission believes are outdated and unnecessary.

The Commission issued this proposal on the same date as a separate proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the shareholder proposal process, and which we discuss in a separate alert. The proposal addressed in this alert is likely to be significantly less controversial than the potential rescission of Rule 14a-8.

The proposal would amend the timing rules for broker searches, shortening the required period from at least 20 business days before the record date to at least five business days before the record date.

The proposal would eliminate requirements to:

• deliver a proxy statement at least 20 business days prior to the meeting if information is incorporated by reference;
• deliver an annual report even if the registrant’s most recent Annual Report on Form 10-K has already been filed with the Commission (currently often satisfied through use of a “wrapped” Form 10-K or a “glossy” annual report); and
• file notices of exempt solicitation.

The proposal would also make several technical amendments.

The public comment period for the proposal will last until 60 days after publication in the Federal Register.

Changes to the Broker Search Rules

Exchange Act Rule 14a-13 currently requires registrants to inquire of brokers, dealers, banks, and other nominees regarding the beneficial owners of securities held in street name so that proxy materials may be forwarded to those owners. Currently, the inquiry must be made at least 20 business days prior to the record date for an annual meeting and, if practicable, at least 20 business days prior to the record date for a special meeting. If it is not practicable to conduct the broker search 20 business days before the record date of a special meeting, the current rule requires that it be conducted “as many days before the record date of such meeting as is practicable.”

The proposal would require that the broker search be conducted at least five business days prior to a record date, rather than 20 business days. Registrants would retain the ability to use a shorter period for special meetings if the five-business-day period is not practicable.

The proposed amendment is directionally consistent with an interpretive position taken earlier in 2026 by the Commission’s Division of Corporation Finance. In CFI 133.02 regarding the Proxy Rules and Schedules 14A/14C, dated January 23, 2026, and available here, the staff stated that it would not object if a registrant conducts its broker search fewer than 20 business days before the record date, provided that the registrant reasonably believes proxy materials will be disseminated to beneficial owners on a timely basis and otherwise complies with Rule 14a-13. Unlike the proposal, however, the staff interpretation does not specify a particular minimum number of business days.

Elimination of the Delivery Deadline When Documents Are Incorporated by Reference

Note D.3 to Schedule 14A currently requires that, when specified information is incorporated by reference into a proxy statement, the proxy statement must be sent to security holders at least 20 business days prior to the date of the meeting or the date on which the relevant action may be taken. Parallel timing requirements exist in Forms S-4 and F-4 for registered business combination transactions. The proposal would delete Note D.3 and the corresponding Form S-4 and Form F-4 provisions.

The Commission noted that the 20-business-day advance-delivery requirement was adopted at a time when investors needed additional lead time to obtain incorporated documents, but that the widespread availability of filings through EDGAR, the Commission’s electronic filing system, has made this requirement unnecessary.

Elimination of the Separate Annual Report Requirement

Under current Exchange Act Rule 14a-3(b), a registrant soliciting proxies for a meeting at which directors are to be elected must generally cause an annual report to security holders to accompany or precede the proxy statement. The proposal would eliminate both the delivery requirement and the obligation to prepare a separate annual report to security holders if the registrant’s most recent Annual Report on Form 10-K has been filed with the Commission (registrants that have not filed a Form 10-K for the relevant period would still be required to produce an annual report along with their proxy). As a result, registrants would no longer need to produce a “wrapped” Form 10-K or “glossy” annual report that includes the few disclosure items not required in Form 10-K itself. Registrants that prefer to distribute a separate annual report would retain the option to do so and must file the annual report on EDGAR in that case.

Relatedly, the proposal would eliminate the stock performance graph required by Item 201(e) of Regulation S-K for registrants other than investment companies and business development companies (one of the few items often included in a “wrapped” Form 10-K that is not required to be included in the Form 10-K itself).

Elimination of the Notice of Exempt Solicitation Requirement

Exchange Act Rule 14a-6(g) currently requires any person who beneficially owns more than $5 million of the class of securities that is the subject of a solicitation and engages in certain written solicitations exempt under Exchange Act Rule 14a-2(b)(1) to furnish a Notice of Exempt Solicitation to the Commission. The proposal would rescind Rule 14a-6(g), eliminating the requirement to furnish the notice. The proposal would also eliminate the ability to voluntarily furnish notices of exempt solicitation, which certain market participants have used as a means of publicizing their views on matters subject to a shareholder vote. This aspect of the proposal is consistent with a staff interpretive position set forth in CFI 126.06 regarding the Proxy Rules and Schedules 14A/14C, dated January 23, 2026, and available here, in which the staff stated that it would object to the filing of voluntary notices of exempt solicitation.