SEC Proposes Proxy Solicitation Modernization

On September 16, 2026, the SEC proposed amendments to modernize certain rules related to proxy solicitations. The proposed amendments would: (i) eliminate the annual report delivery requirement; (ii) eliminate the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference; (iii) eliminate the requirement to submit a notice regarding exempt solicitations; (iv) reduce the minimum broker search period from 20 business days to five business days; (v) require the inclusion of contact information on proxy and information statement cover pages; and (vi) revise various rules and forms to reflect such amendments, as well as to correct certain technical errors. Comments should be submitted on or before November 20, 2026.

Elimination of Requirement to Deliver Annual Reports

Under Exchange Act Rule 14a-3(b), if a proxy solicitation relates to an annual or special meeting of shareholders at which directors are to be elected, or a written consent in lieu of such meeting, the proxy statement must be accompanied or preceded by an annual report to security holders which contains specified disclosures. Many registrants do not produce a separate annual report and send shareholders copies of their Form 10-K (often with a “wrap” providing limited additional information not required in Form 10-K) to satisfy this requirement.

Under the proposed amendments to Rule 14a-3, the annual report delivery requirement would be eliminated and proxy statements for shareholder meetings at which directors will be elected would instead need to be preceded by either: (i) the filing of the registrant’s Form 10-K for the registrant’s most recent fiscal year on EDGAR, or (ii) the furnishing on EDGAR of an annual report to security holders that meets the requirements set out in the rule. The proposed content, formatting, and submission requirements would be largely unchanged, with the elimination of disclosures in the annual report to security holders that go beyond what is required in the Form 10-K or that would be available in a different registrant filing.¹ The proposed rules, however, would not prevent registrants from voluntarily sending Rule 14a-3 annual reports to security holders in connection with shareholder meetings, provided that they also furnish such reports on EDGAR. Given the ease with which investors can access stock performance information on the internet, the proposal would also eliminate Regulation S-K Item 201(e)’s requirement to include a stock performance graph for all registrants other than investment companies (to maintain parity with other regulated funds).

Elimination of Delivery Deadline When Documents Are Incorporated By Reference Into the Proxy Statements

Note D.3 to Schedule 14A requires registrants to send proxy statements to shareholders no later than 20 business days prior to the shareholder meeting date if a document or portion of a document, other than an annual report to security holders, is incorporated by reference into the proxy statement. If no meeting is held, proxy statements that incorporate information must be sent at least 20 business days prior to the date that the votes, consents, or authorizations may be used to effect the corporate action. Form S-4 and Form F-4 contain a similar minimum 20-business-day period requirement when sending a prospectus to securityholders prior to a securityholder meeting if a registrant incorporates by reference into the form information about the registrant or the company being acquired. Since the incorporated information is readily available to shareholders without charge on EDGAR, and can also be delivered electronically, the SEC sees little purpose for these minimum 20-business-day requirements and proposes to eliminate them.

Elimination of Requirement to Submit Notice of Exempt Solicitation

Certain types of solicitations are exempt from most of the Federal proxy rules, including solicitations where the person does not seek authority to act as proxy and does not furnish or request a form of revocation, abstention, consent, or authorization. Exchange Act Rule 14a-6(g) contains a requirement to furnish to the SEC a Notice of Exempt Solicitation for exempt solicitations conducted in writing by certain large shareholders (those that beneficially own more than $5 million of a registrant’s securities) if not already publicly available. The proposal would rescind Rule 14a-6(g) and the Notice of Exempt Solicitation as no longer meaningful, as recent submissions have been voluntary by under-$5 million beneficial owners. Although the SEC notes that there may be some benefit to shareholders being able to access the communications of other shareholders in a centralized manner, “the voluntary submission of Notices of Exempt Solicitation permits submitting shareholders, whose views do not necessarily represent the views of other shareholders, to disseminate their views inexpensively and prominently on EDGAR, which was not the intended purpose of Rule 14a-6(g).” The SEC notes that since the Division of Corporation Finance updated its guidance in January 2026 to state that it will object to voluntary submissions of Notices of Exempt Solicitation, market participants have created third-party websites that list and provide access to exempt solicitations, and shareholders often broadcast exempt solicitations via press release.

Shortening the Minimum Broker Search Period

Registrants are required pursuant to current Exchange Act Rule 14a-13 to inquire of their record holders by means of a search card or otherwise the number of proxy materials they need to forward to their customers who are beneficial owners of the registrant’s securities. Currently, the rule requires registrants to request this information at least 20 business days prior to the record date for the annual or special meeting. Given technological advancements, the proposal would amend Rule 14a-13 to shorten the minimum broker search period from 20 business days to five business days.

Requiring Contact Information on Proxy Statement and Information Statement Cover Pages and Other Technical Proposed Amendments

The proposal would revise the cover pages of Schedule 14A and Schedule 14C to require the inclusion of contact information (name, address, and phone number) for a representative who can respond to questions or comments regarding the filing, as is already required by many other SEC forms. The address may be an electronic mail address.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.