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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 229, 230, 232, 239, 240, 249, and 260

[Release Nos. 33-11439; 34-106385; 39-2566; File No. S7-2026-33]

RIN 3235-AN63

Proxy Solicitation Modernization

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

SUMMARY: The Securities and Exchange Commission (“Commission”) is proposing

amendments to modernize certain rules related to proxy solicitations. The proposed amendments

would, among other things, eliminate the requirement that registrants deliver an annual report to

security holders, eliminate the delivery deadline when documents are incorporated by reference

into a proxy statement, eliminate the requirement to file soliciting material regarding certain

exempt solicitations, and shorten the minimum broker search period for proxy solicitations. The

proposed amendments are intended to update our rules to account for developments since their

adoption or last amendment and to simplify compliance for registrants.

DATES: This release was published in the Federal Register on September 21, 2026. Comments

should be submitted on or before November 20, 2026.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments:

•

Use the Commission’s internet comment form (https://www.sec.gov/comments/s7-202633/proxy-solicitation-modernization).

•

Send an email to rule-comments@sec.gov. Please include File Number S7-2026-33 on

the subject line.

Paper Comments:

•

Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-2026-33. This file number should be

included on the subject line if email is used. To help the Commission process and review your

comments more efficiently, please use only one method of submission. The Commission will

post all submitted comments on the Commission’s website (https://www.sec.gov/rulesregulations/public-comments/s7-2026-33). Do not include personally identifiable information in

submissions; you should submit only information that you wish to make available publicly. The

Commission may redact in part or withhold entirely from publication submitted material that is

obscene or subject to copyright protection.

Studies, memoranda, or other substantive items may be added by the Commission or staff

to the comment file during this rulemaking. A notification of the inclusion in the comment file of

any such materials will be made available on the Commission’s website. To ensure direct

electronic receipt of such notifications, sign up through the “Stay Connected” option at

www.sec.gov to receive notifications by email.

A summary of the proposal of not more than 100 words is posted on the Commission’s

website (https://www.sec.gov/rules-regulations/2026/09/s7-2026-33).

FOR FURTHER INFORMATION CONTACT: David M. Plattner, Special Counsel, or Blake

M. Grady, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation

Finance, at (202) 551-3440, U.S. Securities and Exchange Commission, 100 F Street NE,

Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is proposing to amend the following

rules and forms:

Commission Reference

Organization; Conduct and

Ethics; and Information and

Requests

Regulation S-K

(17 CFR 229.10 through

229.1610)

Securities Act of 1933

(“Securities Act”) 1

Regulation S-T

(17 CFR 232.10 through

232.501)

Securities Exchange Act of

1934 (“Exchange Act”) 2

15 U.S.C. 77a et seq.

15 U.S.C. 78a et seq.

Rule 30-1

CFR Citation

(17 CFR)

§ 200.30-1

Item 201

Item 304

§ 229.201

§ 229.304

Rule 158

Rule 175

Rule 428

Rule 502

Form S-3

Form S-4

Form F-4

Rule 101

Rule 304

§ 230.158

§ 230.175

§ 230.428

§ 230.502

§ 239.13

§ 239.25

§ 239.34

§ 232.101

§ 232.304

Rule 3b-6

Rule 14a-2

Rule 14a-3

Rule 14a-6

Rule 14a-9

Rule 14a-12

Rule 14a-13

Rule 14a-16

Schedule 14A

Notice of Exempt Solicitation

Rule 14b-1

Rule 14b-2

Rule 14c-2

Rule 14c-3

Rule 14c-7

Schedule 14C

Rule 14d-5

Form 10-K

§ 240.3b-6

§ 240.14a-2

§ 240.14a-3

§ 240.14a-6

§ 240.14a-9

§ 240.14a-12

§ 240.14a-13

§ 240.14a-16

§ 240.14a-101

§ 240.14a-103

§ 240.14b-1

§ 240.14b-2

§ 240.14c-2

§ 240.14c-3

§ 240.14c-7

§ 240.14c-101

§ 240.14d-5

§ 249.310

Trust Indenture Act of 1939

(the “Trust Indenture Act”) 3

Rule 0-11

§ 260.0-11

15 U.S.C. 77aaa et seq.

Table of Contents

INTRODUCTION ................................................................................................................. 7

II.

DISCUSSION OF PROPOSED AMENDMENTS ............................................................... 8

Elimination of Requirement to Deliver Annual Report to Security Holders.................... 8

Background ................................................................................................................... 8

Proposed Amendments.................................................................................................. 9

Elimination of Delivery Deadline When Documents Are Incorporated By Reference

Into the Proxy Statement ................................................................................................ 15

Background ................................................................................................................. 15

Proposed Amendments................................................................................................ 16

Elimination of Requirement to Submit Notice of Exempt Solicitation .......................... 17

Background ................................................................................................................. 17

Proposed Amendments................................................................................................ 18

Shortening the Minimum Broker Search Period ............................................................ 23

Background ................................................................................................................. 23

Proposed Amendments................................................................................................ 24

Requiring Contact Information on Proxy Statement and Information Statement Cover

Pages and Other Technical Proposed Amendments ....................................................... 28

General Request for Comment ....................................................................................... 32

III. OTHER MATTERS............................................................................................................. 32

IV. ECONOMIC ANALYSIS ................................................................................................... 33

Economic Baseline ......................................................................................................... 36

Regulatory Baseline .................................................................................................... 36

Affected Entities.......................................................................................................... 40

Economic Effects of Individual Provisions .................................................................... 43

Benefits and Costs of the Proposed Elimination of Requirement to Deliver Annual

Report to Security Holders .......................................................................................... 43

Benefits and Costs of the Proposed Elimination of the Delivery Deadline When

Documents Are Incorporated by Reference Into the Proxy Statement ....................... 49

Benefits and Costs of Proposed Elimination of Requirement to Submit Notice of

Exempt Solicitation ..................................................................................................... 52

Benefits and Costs of Proposed Shortening of Minimum Broker Search Period ....... 56

Benefits and Costs of the Proposal to Require Contact Information on Proxy

Statement and Information Statement Cover Pages .................................................... 62

Other Commission Proposals ...................................................................................... 64

Aggregate Monetized Benefits and Costs ................................................................... 66

Effects on Efficiency, Competition, and Capital Formation .......................................... 72

Effects on Efficiency ................................................................................................... 72

Effects on Competition ............................................................................................... 75

Effects on Capital Formation ...................................................................................... 77

Reasonable Alternatives ................................................................................................. 79

Reduce Rather than Eliminate the Minimum Period for Proxy Statements

Incorporating Documents by Reference...................................................................... 79

Disallow Only Voluntary Filing of Notices of Exempt Solicitation ........................... 80

Treat Notices of Exempt Solicitation Similarly to Insider Filings .............................. 81

Shorten the Broker Search Period to a Different Number of Days ............................. 82

Shorten the Rule 14b-1 and Rule 14b-2 Response Periods in Addition to the Proposed

Amendments, and Consider Treating Investment Companies Differently ................. 83

Request for Comment ..................................................................................................... 86

PAPERWORK REDUCTION ACT .................................................................................... 88

Summary of the Collections of Information ................................................................... 88

Summary of the Proposed Amendments’ Estimated Effects on the Collections of

Information ..................................................................................................................... 89

Incremental and Aggregate Burden and Cost Estimates ................................................ 95

Request for Comment ..................................................................................................... 99

VI. CONGRESSIONAL REVIEW ACT................................................................................. 100

VII. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS.......................................... 101

Initial Regulatory Flexibility Act Analysis................................................................... 101

Reasons for, and Objectives of, the Proposed Action ............................................... 101

Legal Basis ................................................................................................................ 102

Small Entities Subject to the Proposed Amendments ............................................... 102

Projected Reporting, Recordkeeping, and Other Compliance Requirements ........... 103

Duplicate, Overlapping, or Conflicting Rules........................................................... 104

Significant Alternatives ............................................................................................. 104

Request for Comment ................................................................................................... 105

STATUTORY AUTHORITY .................................................................................................... 106

INTRODUCTION

We are proposing amendments to modernize rules related to aspects of the proxy

solicitation process. The proposed amendments are intended to, among other things, account for

developments since the rules’ adoption or last amendment, reduce compliance burdens for

registrants, and reduce investor confusion.

Our proposed amendments would:

•

Eliminate the requirement that registrants deliver an annual report to security holders; 4

•

Eliminate the requirement to send the proxy statement at least 20 business days before the

meeting date if it incorporates information by reference; 5

•

Eliminate the requirement 6 to submit a notice 7 regarding exempt solicitations; 8

•

Reduce the minimum broker search period in connection with proxy solicitations from 20

business days to five business days; 9

•

Require the inclusion of contact information on proxy statement and information

statement cover pages; and

•

Revise various rules and forms to reflect such amendments, as well as to correct errors

that are technical in nature.

See 17 CFR 240.14a-3(b).

See Note D.3 of Schedule 14A, General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4.

See 17 CFR 240.14a-6(g).

See 17 CFR 240.14a-103.

See 17 CFR 240.14a-2(b)(1).

See 17 CFR 240.14a-13.

II.

DISCUSSION OF PROPOSED AMENDMENTS

A. Elimination of Requirement to Deliver Annual Report to Security Holders

1. Background

Under 17 CFR 240.14a-3(b) (“Rule 14a-3(b)”), if a proxy solicitation relates to an annual

meeting of shareholders, a special meeting in lieu of an annual meeting, or written consent in lieu

of such meeting, at which directors are to be elected, the proxy statement must be accompanied

or preceded by an annual report to security holders. 10 The annual report to security holders must

include, among other items, financial statements, management’s discussion and analysis of

financial condition and results of operations, business and segment information, information

about directors and officers, and information about the market price of and dividends on the

registrant’s common equity. 11 In adopting the requirement to deliver financial information to

shareholders prior to their voting in the annual election of directors, the Commission stated that

the information was important to enable investors “to appraise the financial position and results

of operations of the issuer.” 12 The Commission has also stated that the annual reports to security

holders “are readable because they generally avoid legalistic and technical terminology and

present information in an understandable, and often innovative, form,” and has encouraged

The Rule 14a-3(b)-required annual report is different than the annual report on Form 10-K, which is required to

be filed with the Commission but is not required to be mailed to shareholders. See 17 CFR 240.13a-1 (requiring

registrants with a class of securities registered under section 12 of the Exchange Act to file an annual report); 17

CFR 240.15d-1 (requiring registrants that have filed a registration statement under the Securities Act of 1933 to

file an annual report). Currently, registrants satisfy the Rule 14a-3(b) requirement to deliver an annual report to

security holders by delivering (i) a “glossy” annual report, (ii) a “Form 10-K wrap,” discussed below (see infra

note 14 and related text), or (iii) where the Rule 14a-3(b)-required annual report is prepared on an integrated

basis, as permitted under 17 CFR 240.14a-3(d) and General Instruction H to Form 10-K, the Form 10-K. A

“glossy” annual report is often printed on high-gloss paper, in a format similar to that of a magazine, and is

typically used as a tool to communicate with shareholders and inform their voting decisions.

See 17 CFR 240.14a-3(b).

See Proxy and Stockholder Information Rules, Release No. 34-8000 (Dec. 5, 1966) [31 FR 15750, 15750 (Dec.

14, 1966)]. See also Release No. 33-2887 (Dec. 18, 1942) [7 FR 10653, 10655 (Dec. 22, 1942)].

registrants to deliver to shareholders an annual report to security holders, rather than a Form 10K. 13

More recently, however, because nearly all the disclosure required by Rule 14a-3(b) is

also required by Form 10-K, many registrants have adopted the practice of sending shareholders

a Form 10-K or a Form 10-K with limited additional disclosure (colloquially referred to as a

“Form 10-K wrap”), 14 thereby greatly reducing any benefits associated with readability.

Information required in the Rule 14a-3(b) annual report but not in the Form 10-K includes: (i)

the stock performance graph required by 17 CFR 229.201(e) (“Item 201(e) of Regulation S-K”),

which many registrants voluntarily include in the Form 10-K; and (ii) disclosure required by 17

CFR 229.304(a) (“Item 304(a) of Regulation S-K”) regarding a change in a registrant’s

certifying accountant, which registrants disclose pursuant to Item 4.01 of Form 8-K. 15

2. Proposed Amendments

We are proposing to amend Rule 14a-3 to eliminate the current delivery requirement for

annual reports to security holders and, for registrants that have a Form 10-K already on file for

their most recent fiscal year, to eliminate altogether the need to comply with the separate annual

See Annual Reports, Release No. 34-11079 (Oct. 31, 1974) [39 FR 40766, 40766-67 (Nov. 20, 1974)] (the

“1974 Release”). See also Amendments to Annual Report Form, Related Forms, Rules, Regulations, and

Guides; Integration of Securities Act Disclosure Systems, Release No. 33-6231 (Sept. 2, 1980) [45 FR 63630,

63630 (Sept. 25, 1980)].

In addition, 17 CFR 240.14a-3(c) and 17 CFR 240.14c-3(b) currently require registrants subject to these rules to

electronically submit their annual reports on EDGAR.

In addition, 17 CFR 240.14a-3(b)(8) requires that registrants disclose in the annual report to security holders the

identity of “each of the registrant’s directors and executive officers, and . . . the principal occupation or

employment of each such person and the name and principal business of any organization by which such person

is employed.” Similar disclosure is also required by Item 10 of Form 10-K, pursuant to 17 CFR 229.401(a) and

(b) (Item 401(a) and (b) of Regulation S-K). However, registrants often do not provide such disclosure directly

in their Forms 10-K. In this respect, General Instruction G.(3) to Form 10-K permits registrants to incorporate

by reference the disclosure from the registrant’s definitive proxy statement (filed or required to be filed pursuant

to Regulation 14A) or definitive information statement (filed or to be filed pursuant to Regulation 14C), which

involves the election of directors, if such definitive proxy statement or information statement is filed with the

Commission not later than 120 days after the end of the fiscal year covered by the Form 10-K.

report disclosure requirements in Rule 14a-3. Instead, proposed amended Rule 14a-3 would

require that a proxy statement relating to a shareholder meeting at which directors will be elected

be preceded by either (i) the filing of the registrant’s Form 10-K for the registrant’s most recent

fiscal year on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system

(“EDGAR”) in satisfaction of its Form 10-K filing requirement, or (ii) the furnishing of an

annual report to security holders on EDGAR that meets the requirements set out in the rule. 16

The proposed content, formatting, and submission requirements 17 would be largely the same as

the current requirements. 18 However, we propose to remove certain requirements to eliminate

disclosure in the annual report to security holders that goes beyond what is required in the Form

10-K 19 or that would be available in a different registrant filing. 20 We anticipate that the vast

majority of registrants will rely on a previously filed Form 10-K to satisfy their Rule 14a-3(b)

obligation, as proposed, given that nearly all registrants will have a Form 10-K on file for the

most recent fiscal year when sending a proxy statement for their annual meeting of

shareholders. 21

See proposed Rule 14a-3(b). In addition, 17 CFR 240.14c-3(a)(1) (“Rule 14c-3(a)(1)”) contains requirements

for information statements sent to shareholders from whom proxy authorization or consent is not solicited. Rule

14c-3(a)(1) refers to the requirements in Rule 14a-3(b). Accordingly, the proposed amendments would also

apply to such information statements.

See proposed Rule 14a-3(b)(2)(i) – (xi) and (c).

See 17 CFR 240.14a-3(b)(1) – (11) and (c).

See 17 CFR 240.14a-3(b)(9) (regarding the performance graph).

See 17 CFR 240.14a-3(b)(4) and (b)(8). We are also proposing related, incidental amendments to other rules,

for example to remove references to the annual report to security holders being a document that must be

delivered to shareholders.

See The Reynolds Ctr. for Bus. Journalism, Business Beats Basics 231 (2024), available at

https://businessjournalism.org/wp-content/uploads/2024/09/Business-Beats-Basics-The-Full-Guide-83mb.pdf

(“[A]nnual proxy statements typically come out 30 to 60 days before the annual meeting and usually after the

company has filed its Form 10-K . . . .”); Broadridge, EDGAR Filing Calendar 2026, available at

https://www.broadridge.com/_assets/pdf/edgarfilingcal_2026.pdf.

In addition, we are proposing to remove, for all registrants other than investment

companies, the applicability of Item 201(e) of Regulation S-K, which contains the requirements

for the stock performance graph that most 22 registrants must currently include in annual reports

to security holders pursuant to 17 CFR 240.14a-3(b)(9) (“Rule 14a-3(b)(9)”). The graph

compares the yearly percentage change in the registrant’s cumulative total shareholder return on

a class of common stock registered under section 12 of the Exchange Act with: (i) the cumulative

total return of a relevant broad equity market index (such as the S&P 500, which must be used if

the registrant is a company within the S&P 500); and (ii) the cumulative total return of a

published industry or line-of-business index or, if the registrant discloses the basis for its

selection, an index of peer companies determined by the registrant. When the Commission

adopted the requirement in 1992, it stated that the purpose of the graph is to provide “a general

depiction of one measure of corporate performance to be used by shareholders in evaluating the

quality of decisions made by directors standing for re-election.” 23 Given technological

advancements since the rule’s adoption, in particular the ease with which investors can access

stock performance information on the internet, we believe that the requirement to provide a stock

performance graph is outdated and no longer necessary for these registrants. 24 Comments

Smaller reporting companies, as defined by 17 CFR 229.10(f)(1), are not required to include the stock

performance graph in their annual reports to security holders. See Instruction 6 to Item 201(e) of Regulation SK.

See Executive Compensation Disclosure, Release No. 33-6962 (Oct. 16, 1992) [57 FR 48126, 48127 (Oct. 21,

1992)].

The Commission has previously proposed to rescind Item 201(e). See Executive Compensation and Related

Party Disclosure, Release No. 33-8655 (Jan. 27, 2006) [71 FR 6542, 6547 (Feb. 8, 2006)] (stating that “given

the widespread availability of stock performance information about companies, industries and indexes through

business-related Web sites or similar sources, we believe that the requirement for the Performance Graph is

outdated”). The Commission ultimately retained the performance graph requirement in response to public

comment, although the Commission limited disclosure of the graph to the annual report to security holders. See

Executive Compensation and Related Person Disclosure, Release No. 33-8732A (Aug. 29, 2006) [71 FR 53158,

53168-69 (Sep. 8, 2006)].

received in response to Chairman Paul S. Atkins’ Statement on Reforming Regulation S-K that

specifically referred to Item 201(e) have nearly universally agreed. 25

With respect to investment companies, business development companies (“BDCs”) and

face-amount certificate companies are subject to Rule 14a-3(b) and therefore currently disclose

the stock performance graph required in Item 201(e) of Regulation S-K. 26 While we are

proposing to remove the applicability of that item for other registrants, we are proposing to retain

it for investment companies. 27 We propose to do so in order to maintain parity with other

regulated funds, which are subject to similar performance graph requirements. 28 Because BDCs

and registered investment companies share similar characteristics, we believe it is beneficial to

investors to maintain the existing parity in performance graph disclosure requirements. This

See, e.g., letters in response to Statement on Reforming Regulation S-K, CLL-15 (Jan. 13, 2026) from the

American Bar Association (May 1, 2026) (“In view of advances in technology and the seamless integration of

the Internet into everyday commerce and communication as well as its widespread availability, we believe the

‘easy access’ of a standardized source to compare a registrant’s corporate performance against the market and

its peers is unnecessary.”), Cravath, Swaine & Moore LLP (April 13, 2026) (“Information produced as part of

market information, holders, and performance graph disclosures is outdated by the time the report is publicly

filed. Existing tools outside of public filings already provide superior real-time data.”), Nasdaq, Inc. (April 13,

2026) (recommending eliminating Item 201(e) because “better sources of information for informing investors

about stock performance exist via widely accessible tools on the internet”), and the City of New York

Comptroller (April 13, 2026) (“The five-year cumulative total return chart is a candidate for elimination.

Because this information is widely available through third-party platforms, its removal would not impair the

structural integrity of the disclosure system.”). The comment letters submitted in response to Chairman Atkins’

Statement on Reforming Regulation S-K are available at https://www.sec.gov/rules-regulations/publiccomments/cll-15.

BDCs are a type of closed-end investment company that is not registered under the Investment Company Act of

1940 (the “Investment Company Act”). Face-amount certificate companies are a type of registered investment

company that are engaged or propose to engage in the business of issuing face-amount certificates of the

installment type, or that have been engaged in such business and have any such certificate outstanding. In

general, other regulated funds are subject to separate reporting requirements under the Investment Company Act

and are not affected by the proposed Regulation S-K amendments.

We are proposing to remove current Instruction 7 to Item 201(e) of Regulation S-K, which will have the effect

of requiring that the stock performance graph for BDCs and face-amount certificate companies be disclosed

directly in the Form 10-K. We are also proposing to revise Instruction 8 to Item 201(e) by adding the last

sentence of current Instruction 7 to the end of current Instruction 8. In addition, we propose to correct a citation

reference in current Instruction 8 and to renumber current Instruction 8 as Instruction 7. The proposed

amendments would maintain the current rule that the stock performance graph is not deemed to be incorporated

by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant

specifically incorporates it by reference.

See Instruction 4.g to Item 24 of Form N-2; Item 27A(d)(2) of Form N-1A.

would also be consistent with the Commission’s recent proposal relating to the simplification of

filer status for reporting companies, where the Commission proposed to retain this reporting item

for investment companies. 29

Our proposed amendments are intended to eliminate the redundancy created by requiring

registrants to comply with the separate annual report disclosure requirements in Rule 14a-3 and

Form 10-K, given that, as discussed above, annual reports to security holders are required to

contain substantially the same information as is already required to be included in Forms 10-K.

Eliminating this redundancy would reduce costs for registrants and remove duplicative filings

that may cause investor confusion. In addition, nothing in the proposed rules, if adopted, would

prevent registrants from voluntarily sending Rule 14a-3 annual reports to security holders in

connection with shareholder meetings, provided that they also submit such reports on EDGAR,

and such reports would continue to fall outside the scope of section 18 liability under the

Exchange Act, since they will remain furnished, not filed. 30

Request for Comment

1. The proposed amendments would remove the current requirement that registrants deliver

an annual report to security holders, although registrants may choose to send shareholders

an annual report to security holders (e.g., a “glossy” annual report) voluntarily. Would

the removal of this delivery requirement raise investor protection concerns? If so, how

might the Commission address those concerns?

2. The proposed amendments would require a registrant, prior to furnishing a proxy

statement to shareholders, either to have filed its Form 10-K or have submitted an annual

See Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for

Reporting Companies, Release No. 33-11419 (May 19, 2026) [91 FR 30086, 30105 n.185 (May 21, 2026)].

See current 17 CFR 240.14a-3(c) and proposed Rule 14a-3(c).

report to security holders on EDGAR. Should we instead only require that a Form 10-K

has been filed prior to furnishing a proxy statement to shareholders and remove the

alternative of an annual report to security holders having been submitted on EDGAR?

What are the potential advantages and disadvantages of removing the alternative of an

annual report to security holders having been submitted on EDGAR?

3. In practice, in what circumstances would registrants satisfy their Rule 14a-3(b)

obligation, as proposed, by submitting an annual report to security holders on EDGAR

rather than filing a Form 10-K? Please provide detailed examples if possible.

4. The proposed amendments would remove the alternative of an annual report to security

holders being prepared on an integrated basis pursuant to 17 CFR 240.14a-3(d) and

General Instruction H to Form 10-K, whereby issuers may use their Form 10-K, without a

“wrap,” to satisfy their annual report requirements. 31 We believe registrants would not

have a need to prepare an integrated report under the proposed amendments. Should we,

however, retain this alternative? If yes, why?

5. The proposed amendments would eliminate, for all registrants other than investment

companies, the stock performance graph currently required by Rule 14a-3(b)(9) and Item

201(e) of Regulation S-K. Should we retain the requirement to disclose the stock

performance graph for investment companies? Why or why not? How do investors view

the stock performance graph in the context of an investment in an investment company as

opposed to other registrants? Alternatively, should we instead retain the requirement for

all registrants? If so, should we require that this disclosure be provided in registrants’

Forms 10-K or in a different filing?

See supra note 10 and associated text.

B. Elimination of Delivery Deadline When Documents Are Incorporated By

Reference Into the Proxy Statement

1. Background

Note D.3 to Schedule 14A requires registrants to send their proxy statements to

shareholders no later than 20 business days prior to the date on which the meeting of such

shareholders is held if a document or portion of a document, other than an annual report to

security holders, is incorporated by reference into the proxy statement in the manner permitted

by Items 13(b) or 14(e)(1) of Schedule 14A. Alternatively, if no meeting is held, proxy

statements that incorporate information in such a manner 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. In proposing the 20-business-day requirement, the Commission stated that the

requirement “is designed to address the need for documents incorporated by reference . . . to be

delivered to security holders on a timely basis.” 32

In addition, Form S-4 and Form F-4 contain a similar minimum 20-business-day period

requirement when sending a prospectus to security holders prior to a security holder meeting if a

registrant incorporates by reference into the form information about the registrant or the

company being acquired. 33 When adopting Form S-4, the Commission stated that the “time

period is designed to address the need for documents incorporated by reference to be delivered to

security holders on a timely basis.” 34

See Proxy Rules—Comprehensive Review, Release No. 33-6592 (July 1, 1985) [50 FR 29409, 29413 (July 19,

1985)] (the “1985 Release”). See also Proxy Rules—Comprehensive Review, Release No. 33-6676 (Nov. 10,

1986) [51 FR 42048, 42051 (Nov. 20, 1986)] (adopting such requirement).

See General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4.

See Business Combination Transactions; Adoption of Registration Form, Release No. 33-6578 (Apr. 23, 1985)

[50 FR 18990, 18992 (May 6, 1985)].

2. Proposed Amendments

We are proposing to amend Schedule 14A to remove Note D.3 to Schedule 14A. 35 We

are also proposing to amend Form S-4 and Form F-4 to eliminate the minimum 20-business-day

period requirements in those two forms.

The requirements in Note D.3 of Schedule 14A and similar requirements in Form S-4 and

Form F-4 were adopted before the establishment of EDGAR and the mandatory filing of nearly

all disclosure documents on EDGAR. The filings that are permitted to be incorporated by

reference into Schedule 14A, Form S-4, and Form F-4 are now available to the investing public

without charge on EDGAR, 36 greatly reducing the need for investors to request paper copies of

the filings from registrants. Furthermore, since the adoption of the current requirements, the

Commission has taken numerous steps to facilitate the electronic delivery of filings to

shareholders. 37 To the extent that investors do request copies of the filings incorporated by

reference, registrants today have the means to send such filings electronically. Notably, many

investors appear to not only increasingly expect, but also prefer, that regulatory documents and

Because Item 1 of Schedule 14C states that Note D to Schedule 14A is also applicable to Schedule 14C, our

proposed amendment would affect information statements in the same manner as proxy statements.

In 1993, the Commission began mandating electronic filings on EDGAR on a phased-in basis. See Rulemaking

for EDGAR System, Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628 (Mar. 18, 1993)] (“1993 EDGAR

Adopting Release”). This phase-in culminated in all corporate issuers becoming subject to electronic filing

requirements in 1996. See Rulemaking for EDGAR System, Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752

(Dec. 30, 1994)].

See, e.g., Use of Electronic Media for Delivery Purposes, No. 33-7233 (Oct. 6, 1995) [60 FR 53458, 53459

(Oct. 13, 1995)] (“1995 Guidance”) (stating that the Commission believes that the use of electronic media

should be at least an equal alternative to the use of paper-based media, and accordingly, issuer or third-party

information that can be delivered in paper under the Federal securities laws may be delivered in electronic

format); Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of

Information, Release No. 33-7288 (May 9, 1996) [61 FR 24644 (May 15, 1996)] (“1996 Guidance”); Use of

Electronic Media, Release No. 33-7856 (Apr. 28, 2000) [65 FR 25843 (May 4, 2000)] (“2000 Guidance”) (1995

Guidance, 1996 Guidance, and 2000 Guidance, collectively “E-Delivery Guidance”); Electronic Delivery of

Information Under the Federal Securities Laws, Release No. 33-11430 (July 16, 2026) [91 FR 45884 (July 21,

2026)].

reports under the Federal securities laws be delivered electronically. 38 These changes, along with

technological developments, have facilitated widespread access to the filings incorporated by

reference into Schedule 14A, Form S-4, and Form F-4, obviating the need for the current 20business-day requirement.

Request for Comment

6. As an alternative to eliminating Note D.3 to Schedule 14A, as well as eliminating

General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4, should we

reduce the 20-business-day requirement in each to a shorter period? If yes, what period of

time should be required and why?

C. Elimination of Requirement to Submit Notice of Exempt Solicitation

1. Background

Certain types of solicitations are exempt from most of the Federal proxy rules. Under 17

CFR 240.14a-2(b)(1) (“Rule 14a-2(b)(1)”), a solicitation by any person who does not directly or

indirectly seek authority to act as proxy and does not furnish or request a form of revocation,

abstention, consent, or authorization is exempt from the filing and informational requirements of

the Federal proxy rules. Such exempt solicitations remain subject to Rule 14a-9, the antifraud

provision of the Federal proxy rules.

17 CFR 240.14a-6(g) (“Rule 14a-6(g)”) sets forth a notice requirement for an exempt

solicitation conducted under Rule 14a-2(b)(1) if it is (i) conducted by a person who beneficially

See Holden, Schrass, Seligman, and Bogdan, Americans’ Views on E-Delivery of Financial Documents (2025)

Washington, DC: Investment Company Institute available at www.ici.org/system/files/2025-09/25-ici-paperedelivery.pdf (survey designed by Investment Company Institute staff and administered by NORC at the

University of Chicago of 1,132 U.S. individuals, including 400 mutual fund or ETF investors); FINRA Investor

Education Foundation, Investors in the United States – A Report of the National Financial Capability Study (4th

Ed. Dec. 2025) available at https://www.finrafoundation.org/sites/finrafoundation/files/202511/NFCS_Investor_Survey_Report_White_Paper.pdf (also finding that comfort with electronic delivery as the

default was high regardless of age, education level, income level, and the amount of assets held).

owns more than $5 million of a registrant’s securities at the commencement of a solicitation (a

“large shareholder”), (ii) in writing, and (iii) not already publicly available. Specifically, 17 CFR

240.14a-6(g)(1) requires the soliciting person to furnish to the Commission a Notice of Exempt

Solicitation containing the information specified in 17 CFR 240.14a-103, which includes as an

exhibit all written soliciting materials sent to any security holder.

The Commission adopted Rule 14a-2(b)(1) in response to concerns that shareholders

could be “deterred from discussing management and corporate performance by the prospect of

being found after the fact to have engaged in a proxy solicitation.” 39 In adopting the notice

requirement in Rule 14a-6(g), the Commission sought to ensure that the greater flexibility in

shareholder communications permitted by Rule 14a-2(b)(1) was accompanied by disclosure of

significant exempt solicitations that might otherwise remain unseen under the more relaxed

shareholder communication regime. 40

2. Proposed Amendments

We are proposing to rescind Rule 14a-6(g) and the Notice of Exempt Solicitation. As

discussed above, the original purpose of the notice was to provide registrants and other market

participants with visibility into otherwise non-public exempt solicitations by large

shareholders. 41 We believe that Rule 14a-6(g) no longer plays a meaningful role in alerting

shareholders and registrants to relevant exempt written solicitations conducted by large

shareholders because (i) the submissions have been predominantly made, in recent years, by

shareholders who do not beneficially own securities with a market value of more than $5 million

See Regulation of Communications Among Shareholders, Release No. 34-31326 (Oct. 16, 1992) [57 FR 48276,

48278 (Oct. 22, 1992)] (the “1992 Adopting Release”).

See 1992 Adopting Release at 48280.

1992 Adopting Release.

and therefore are filing on a voluntary basis, 42 (ii) such shareholders have alternative means to

communicate to other shareholders, and (iii) registrants often are alerted to these solicitations

through other means.

The vast majority of Notices of Exempt Solicitation submitted on EDGAR in recent years

appear to have been voluntary submissions—either submissions made by shareholders who do

not exceed the $5 million threshold or submissions about information that is already publicly

available, such as press releases—and thus do not serve the original purpose of the notice. 43 In

addition, 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). Instead, as discussed above, the intended purpose of the rule was to

alert registrants and investors to non-public exempt solicitations by large shareholders, about

which registrants and investors therefore would not otherwise be aware. 44

Such voluntary notices also can be confusing to shareholders because they appear on a

registrant’s EDGAR page but are not submitted by the registrant, and they appear alongside

filings required to be made under our rules. 45 Further, shareholders often submit multiple Notices

The number of Notices of Exempt Solicitation in which the filer disclosed that the submission was voluntary,

because the filer beneficially owned $5 million or less of the class of subject securities, increased from

approximately 67 (out of 169), or 40%, in 2018 to approximately 228 (out of 286), or 80%, in 2025.

See supra note 42.

See supra note 40.

This issue is compounded because shareholders can subscribe to automated notification services, such as those

delivered directly through RSS feeds on EDGAR or through a registrant’s investor relations website, which

often notifies shareholders when filings are made on the registrant’s EDGAR page. In addition, many

registrants use third-party services that automatically post EDGAR filings, including voluntary Notices of

Exempt Solicitation, on the registrants’ investor relations websites. Accordingly, the voluntary notices are

distributed automatically through multiple channels and therefore often appear not only on registrants’ EDGAR

pages, but also on registrants’ websites, in electronic alerts received by shareholders, and on other digital

platforms that automatically pull information from EDGAR.

of Exempt Solicitation regarding a single annual meeting, which may make it harder to locate the

registrant’s required filings, as well as mandatory filings by third parties, among the voluntary

submissions on the registrant’s dedicated EDGAR page.

While we acknowledge that there may be some benefit to shareholders being able to

access the communications of other shareholders in a centralized manner on the registrant’s

dedicated EDGAR page, permitting the registrant’s EDGAR page to serve as a repository for the

substantial number of such communications obscures mandatory reports, statements and other

disclosures on the registrant’s EDGAR page. 46

By eliminating these submissions altogether, the proposed amendments are intended to

reduce potential investor confusion 47 and improve the accessibility of information for investors

on registrants’ EDGAR pages (and in the broader digital environment generally) by eliminating a

substantial number of voluntary filings and making the filings that remain easier to find on the

registrant’s EDGAR page. The proposed amendments would also reduce compliance burdens for

large shareholders engaging in exempt solicitations pursuant to Rule 14a-2(b)(1), because such

shareholders would no longer be required to submit their exempt written soliciting material on

EDGAR. Such large shareholders also would no longer need to determine whether they

beneficially own securities with a market value over $5 million or whether their exempt

solicitations are already public.

EDGAR “provides free public access to corporate information, allowing [investors] to quickly research a

company’s financial information and operations by reviewing registration statements, prospectuses and periodic

reports filed on Forms 10-K and 10-Q.” See EDGAR, available at https://www.investor.gov/introductioninvesting/investing-basics/glossary/edgar; see 1993 EDGAR Adopting Release at 14658 (noting “the value to

security holders and to the market of readily accessible information relating to public registrants”).

See, e.g., letter from Soc’y for Corp. Governance to The Hon. Mark T. Uyeda dated January 30, 2025 (“These

PX 14A6G filings, many of which contain false or misleading statements, have caused investor confusion . . .

.”), available at

https://higherlogicdownload.s3.amazonaws.com/GOVERNANCEPROFESSIONALS/a8892c7c-6297-4149b9fc-378577d0b150/UploadedImages/Advocacy/Society_January_30_Letter_to_SEC_Acting_Chair.pdf.

Further, following the elimination of Notices of Exempt Solicitation, shareholders would

still be able to notify other shareholders of their exempt solicitations. In January 2026, the

Division of Corporation Finance updated its guidance to state that the Commission staff will

object to voluntary submissions of Notices of Exempt Solicitation. 48 In response, market

participants have created third-party websites that list and provide access to exempt

solicitations. 49 Furthermore, shareholders often broadcast the content of their exempt

solicitations by press release or other public announcement. Registrants may be alerted to exempt

solicitations by such public announcements, reducing the role of Rule 14a-6(g) in alerting

registrants to relevant exempt written solicitations conducted by large shareholders.

Given that most Notices of Exempt Solicitation do not serve the original purpose of Rule

14a-6(g) and the fact that shareholders have alternative means to publish such notices, we

propose to rescind the rule.

Request for Comment

7. Does Rule 14a-6(g) continue to serve its original purpose such that we should retain the

rule? If so, please explain how the rule does so, considering that written solicitations by

See Proxy Rules and Schedules 14A/14C Corporation Finance Interpretation 126.06 (Jan. 23, 2026), available

at https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/proxy-rulesschedules-14a14c. The staff position discussed here, and any other staff guidance, statements, or positions

referenced in this release, represent the views of Commission staff and are not a rule, regulation, or statement of

the Commission. The Commission has neither approved nor disapproved the views reflected in these staff

positions or the content of these staff statements and, like all staff positions or statements, they have no legal

force or effect, do not alter or amend applicable law, and create no new or additional obligations for any person.

For example, Proxy Open Exchange, created by As You Sow, is an “open, community-driven platform that

provides shareholders with a public venue to publish exempt solicitations for shareholder proposals.” See Proxy

Open Exchange, available at https://proxyopenexchange.org/about; As You Sow, Shareholders Launch Proxy

Open Exchange (POE) in Response to SEC Restrictions on EDGAR Exempt Solicitation Postings, available at

https://www.asyousow.org/press-releases/2026/4/24/shareholders-launch-proxy-open-exchange-poe-inresponse-to-sec-restrictions-on-edgar-exempt-solicitation-postingsnbsp. Similarly, the Interfaith Center on

Corporate Responsibility (ICCR) allows for “members and allies who are involved in and supportive of ICCR

priority issues” to request that ICCR post exempt solicitations. See Vote Your Proxies – See 2026’s Proxy

Memos and Exempt Solicitations, available at https://www.iccr.org/vote-your-proxies-see-2026s-proxy-memosand-exempt-solicitations/.

large shareholders currently are generally also made public through means unrelated to

the submission of a Notice of Exempt Solicitation on EDGAR.

8. As mentioned above, in January 2026, the Division of Corporation Finance updated its

guidance to state that the staff will object to voluntary submissions of Notices of Exempt

Solicitation, which has led to a decline in their frequency, potentially addressing some of

the concerns discussed above. Accordingly, instead of rescinding the rule, should we

amend the rule to prohibit the submission of voluntary Notices of Exempt Solicitation?

For example, should shareholders submitting Notices of Exempt Solicitation be required

to certify that they own the requisite amount of securities, with the appropriate liability

for such a certification, before they are permitted to submit the Notice of Exempt

Solicitation on EDGAR?

9. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement,

should we consider adjusting the $5 million ownership threshold that triggers the

requirement? If so, what ownership threshold should we adopt and why?

10. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement,

should we instead create a filter for Notices of Exempt Solicitation on the registrant’s

EDGAR page such that the page by default would not display Notices of Exempt

Solicitation, but the page would provide an option for users to remove the filter? As an

alternative to an optional filter on the registrant’s EDGAR page, should we omit the

notices from the list of filings on the registrant’s EDGAR page and instead add a

selection for Notices of Exempt Solicitation on the SEC.gov EDGAR Full-Text Search

page such that users could search specifically for such notices?

11. If the rule is rescinded, as proposed, should a shareholder that engages in an exempt

solicitation be required to provide the shareholder’s written soliciting material directly to

the registrant, to ensure that the registrant is aware of such solicitation? Why or why not?

Should such a notice requirement apply to all shareholders, or only to shareholders who

meet a certain ownership threshold, such as the current $5 million threshold? Should

there be specific requirements regarding how such notices should be delivered?

D. Shortening the Minimum Broker Search Period

1. Background

Rule 14a-13 sets forth the requirements for registrants’ dissemination of proxy materials

to beneficial owners, including a requirement to supply proxy materials to record holders for

distribution to beneficial owners. 50 Registrants are required, pursuant to current Rule 14a-13, to

inquire of their record holders by means of a search card or otherwise (commonly referred to as a

“broker search”) the number of proxy materials needed by the record holders to forward to

customers of the record holders who are beneficial owners of the registrant. 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. 51

In 1974, the Commission adopted then-titled Rule 14a-3(d), which contained a broker

search requirement but did not contain a deadline before which the search must be

Rule 14c-7 includes corresponding requirements for information statements.

See 17 CFR 240.14a-13(a)(3). The request, which is sent via a “search card,” must inquire regarding: (i) the

number of beneficial owners; (ii) the number of copies of the proxy and other soliciting material and the annual

report needed for forwarding by the intermediaries to their beneficial owner customers; and (iii) the name and

address of any agent appointed by the intermediaries to process a request for a list of beneficial owners. See 17

CFR 240.14a-13(a). If making the inquiry 20 business days prior to the record date of a special meeting is

impracticable, then the search must be completed as many days before the record date of the special meeting as

is practicable. See 17 CFR 240.14a-13(a)(3)(i).

conducted. 52 In 1977, the Commission adopted amendments that required a registrant to conduct

the broker search at least 10 calendar days before the record date for the registrant’s shareholder

meeting, citing the need to ensure that subsequent steps in the proxy transmittal process are

carried out in a timely manner. 53 In 1983, the Commission increased the minimum broker search

period to 20 calendar days (the “1983 Amendments”). 54 These amendments were intended to

address delays, at that time, in dissemination of proxy materials to beneficial owners, which were

attributed in part to “the number of steps that must be taken prior to the actual delivery of proxy

material” to intermediaries and then to beneficial owners. 55 In 1986, the Commission further

lengthened the broker search period to 20 business days (the “1986 Amendments”) to address

delays associated with “piggybacking” of bank accounts, in which one bank is record holder on

behalf of other banks, which themselves hold securities on behalf of multiple beneficial owners

and other respondent banks. 56

2. Proposed Amendments

Given technological advancements, in particular widespread adoption of the internet and

related digital communication tools, which have led to significantly more efficient coordination

among the intermediaries involved in the broker search process, the issues and concerns

See the 1974 Release. See also Stockholder Information Statements, Release No. 34-7774 (Dec. 30, 1965) [31

FR 262 (Jan. 8, 1966)] (adopting Regulation 14C, which included a broker search requirement for information

statements).

See Requirements for Dissemination of Proxy Information to Beneficial Owners by Issuers and Intermediary

Broker-Dealers, Release No. 34-13719 (July 5, 1977) [42 FR 35953, 35954 (July 13, 1977)], (referring to Rule

14a-3(d), the precursor to Rule 14a-13).

See Facilitating Shareholder Communications Provisions, Release No. 34-20021 (July 28, 1983) [48 FR 35082

(Aug. 3, 1983)].

See Facilitating Shareholder Communications, Release No. 34-19291 (Dec. 2, 1982) [47 FR 55491, 55493

(Dec. 10, 1982)].

See Shareholder Communications Facilitation, Release No. 34-23847 (Nov. 25, 1986) [51 FR 44267, 44268-70

(Dec. 9, 1986)]. A respondent bank is a bank that holds securities through another bank that is the record holder

of those securities. See Facilitating Shareholder Communications, Release No. 34-23276 (May 29, 1986) [51

FR 20504, 20506 (June 5, 1986)].

addressed by the Commission in the 1983 Amendments and 1986 Amendments appear no longer

to be applicable. In this respect, we understand that the broker search can now often be

completed in as few as three days. 57 Accordingly, we are proposing to amend Rule 14a-13 to

shorten the minimum broker search period from 20 business days to five business days.

The proposed amendment would shorten the broker search period in a manner that better

reflects market participants’ current technological capabilities, while reducing unnecessary

delays, costs, and uncertainty caused by the current broker search period. For many transactions

requiring shareholder approval, the 20-business-day broker search period can increase the length

of time necessary to consummate a transaction because the record date may not be set earlier

than 20 business days after the broker search. 58 Such delays may increase costs for registrants

and their counterparties and introduce uncertainty, given the additional time for external issues to

arise that could impact the potential transaction (e.g., market volatility or regulatory changes).

Similar issues may also arise in the context of contested director elections or other proxy

contests. 59 By shortening the broker search period, the proposed amendments are intended to

mitigate these issues and allow registrants to make better use of current technology.

See, e.g., Davis Polk & Wardwell LLP, Proxy season alert – Broker search shortened from 20 business days;

10 calendar days now reasonable (“Proxy season alert”), available at

https://www.davispolk.com/insights/client-update/proxy-season-alert-broker-search-shortened-20-businessdays-10-calendar-days (noting that “the process for conducting a ‘broker search’ is highly automated and

generally completed within three days”).

See, e.g., Freshfields, SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations –

Not All of the Implications of Which Are Apparent on Their Face (Feb. 23, 2026), available at

https://www.freshfields.com/en/our-thinking/blogs/a-fresh-take/sec-adds-flexibility-to-ma-proxy-and-tenderoffer-rules-with-new-interpretatio-102mk2q (“The requirement to commence a broker search at least 20

business days prior to the record date for a shareholder meeting had, in certain situations, increased the time

required to hold a public company shareholder meeting. Companies seeking to approve a business combination,

or seeking urgent approvals required because of company distress, have often found that the 20-business day

requirement caused delay for the matters for which they sought approval.”).

During a proxy contest, a registrant generally prefers to mail its proxy statement to shareholders as quickly as

possible, and in advance of when the contesting shareholder mails its own proxy statement. The lengthy broker

search period, which impacts the registrant but not the contesting shareholder, may delay the registrant from

mailing its proxy statement, even after the Commission staff has completed its review of the proxy statement.

Shortening the broker search period may negatively impact market participants that learn

of the record date for a shareholder meeting via the broker search process before the registrant

publicly discloses the record date, which is typically not disclosed until the registrant files its

definitive proxy statement. For example, the proposed amendments may reduce the amount of

time for dissidents to acquire shares of the registrant or coordinate with other investors in

advance of a record date, if the registrant elects to conduct the broker search in fewer than the 20

business days required under current Rule 14a-13. In addition, the proposed amendments may

reduce the amount of time for shareholders, including financial institutions, to recall shares on

loan, potentially increasing the risk that such institutions face challenges in voting the shares in

cases where the registrant elects to conduct the broker search in the minimum period required. 60

We believe, however, that these potential negative impacts are mitigated by the benefits

that the proposed rule amendments would create for registrants and their counterparties by

reducing transaction delays, costs, and uncertainty caused by the current broker search period, as

well as similar benefits in the context of contested director elections or other proxy contests. 61

Furthermore, registrants may voluntarily disclose to investors a record date that has not yet

passed, allowing for additional time to recall or purchase shares.

Request for Comment

12. Is five business days, as proposed, the appropriate minimum period for conducting the

broker search? Why or why not? Would 10 business days be a more appropriate

minimum period for conducting the broker search? Are there specific circumstances that

may require a longer period? Should the proposed five-business-day minimum period (or

See Proxy season alert, supra note 57. For further discussion, see section IV.B.4.

See section IV.B.4.

any shortened minimum period) be conditioned on a requirement that the registrant

reasonably believes that its proxy materials will be timely disseminated to beneficial

owners within the time period the registrant chooses?

13. Should we instead adopt a principles-based rule that does not specify the minimum

number of days but instead only requires that the time period chosen by the registrant

provide sufficient time for proxy materials to be disseminated to beneficial owners? What

are the potential advantages and disadvantages of a principles-based rule for broker

searches?

14. Would financial institutions have sufficient time to recall loaned shares in cases where

the registrant elects to conduct the broker search in five business days under proposed

amended Rule 14a-13? If not, how much time would be needed?

15. Are the potential benefits to dissident shareholders in terms of visibility into the record

date reason either not to shorten the broker search period or to shorten the search period

by fewer days than we have proposed?

16. Alternatively, is the absence of public transparency regarding the broker search process

and the setting of a record date, and the fact that dissident shareholders often appear to

benefit from non-public information, further justification for shortening the period?

17. Rule 14b-1 sets forth the obligations of registered brokers and dealers, and Rule 14b-2

sets forth similar obligations of banks, associations, and certain other entities, in

connection with the prompt forwarding of certain registrant communications to beneficial

owners. Under 17 CFR 240.14b-1(b)(1), brokers and dealers must respond to the

registrant no later than seven business days after the date they receive a broker search

inquiry with the approximate number of customers of the broker-dealer who are

beneficial owners of the registrant’s securities. Under 17 CFR 240.14b-2(b), banks must

respond to the registrant within one business day with the names and addresses of all

respondent banks and must respond within seven business days with the approximate

number of customers of the bank who are beneficial owners of the registrant’s securities.

Should these time periods, or any other time periods in Rule 14b-1 or Rule 14b-2, also be

shortened in connection with the proposed amendment? If so, what specific revisions to

the time periods would be appropriate and why? What would be the associated costs and

benefits of such revisions?

18. Are there considerations unique to investment companies presented in these amendments

we should consider? For example, investment companies often have large, diffuse, and

retail-oriented shareholder bases, 62 and are often organized in multiple classes and series.

In addition, many investment companies (including open-end funds and unlisted closedend funds) do not hold shareholder meetings annually. Would the proposed changes to

the minimum broker search period have any particularized impact upon regulated fund

solicitations given this context? Would brokers be able to complete searches in the

context of investment companies in the proposed five days? If not, should we have a

different period for investment companies, and if so, how long?

E. Requiring Contact Information on Proxy Statement and Information Statement

Cover Pages and Other Technical Proposed Amendments

We are proposing to revise the cover pages of Schedule 14A and Schedule 14C to require

the inclusion of contact information—a name, address, and telephone number—for a

representative who can respond to questions or comments regarding the filing. The address

See, e.g., Confronting Growing Burden of Fund Proxy Campaigns, Investment Company Institute (Mar. 2026),

available at https://www.ici.org/system/files/2026-03/26-confronting-growing-burden-fund-proxycampaigns.pdf.

included may be an electronic mail address. 63 Such contact information is already required in

many filings made with the Commission, including registration statements and tender offer

statements. 64 We believe that requiring contact information will facilitate more timely

communication between the Commission staff and filers, which will benefit filers, as it will

facilitate communication with the Commission staff member reviewing the filings.

We are also proposing certain amendments that are technical in nature, including removal

of obsolete references to the mailing of sets of materials to the staff of the Commission and

correction of certain typographical errors, that are not necessarily related to our other proposed

amendments. 65

The table below describes each of our conforming amendments to rules and forms in

response to the proposed amendments discussed herein. 66

Topic

Elimination of

Requirement to

Commission Disclosure Requirement(s)

•

Rule 14c-7(a)(1)(i)(B), (a)(1)(ii)(A),

(a)(4), (a)(5), (c), and (d)

Proposed Conforming

Amendment(s)

Revise to eliminate

references to the required

In line with this proposed amendment, we are proposing to amend Item 23(c) of Schedule 14A, regarding

householding, pursuant to which a registrant currently must disclose “the phone number and mailing address to

which a security holder can direct a notification to the registrant that the security holder wishes to receive a

separate annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy

Materials, as applicable, in the future.” We are proposing to change “mailing address” to “address,” to reflect

that the registrant may disclose an electronic mail address. We are also proposing a parallel amendment to Item

5(c) of Schedule 14C.

See, e.g., Form S-1, S-3, S-4, and S-8, as well as 17 CFR 240.14d-100 (Schedule TO) and 17 CFR 240.14d-101

(Schedule 14D-9).

The Commission recently proposed and is concurrently proposing amendments to certain proxy rules in other

Commission proposing releases. See Electronic Delivery of Information Under the Federal Securities Laws,

Release No. 33-11430 (July 16, 2026) [91 FR 45884 (July 21, 2026)]; Rescission of Rule 14a-8’s Federal

Regulation of Shareholder Proposals and Amendments to Rule 14a-4, Release No. 34-106383 (September 16,

2026) [91 FR 59904 (Sep. 21, 2026)] (“Rule 14a-8 Proposal”). The discussion in section II of the amendments

we are proposing in this release does not reflect the amendments to certain proxy rules proposed in other

Commission releases because they have not been adopted. Similarly, the text of proposed amendments set forth

in this release does not reflect the amendments to certain proxy rules proposed in other Commission releases

because they have not been adopted.

Amendments recently proposed in other Commission proposing releases, such as Registered Offering Reform,

Release No. 33-11418 (May 19, 2026) [91 FR 31022 (May 26, 2026)], if adopted, may render moot proposed

amendments in this table and the following table.

Topic

Deliver Annual

Report to

Security Holders

Commission Disclosure Requirement(s)

•

Rule 14a-13(a)(1)(i)(B), (a)(1)(ii)(A),

(a)(4), (a)(5), (c), and (d), and note 2

and note 3 to Rule 14a-13(a)

Item 23, 23(a), (b), (c), and (d) of

Schedule 14A

Item 5 and 5(a), (b), (c), and (d) of

Schedule 14C

Rule 30-1(f)(18)(ii)

Instruction 3 to Item 304 of Regulation

S-K

Rule 158(a)(2)(i) and (b)(2)

Rule 428(b)(2)(i)

Rule 502(b)(2)(ii)(A) of Regulation D

Rule 101(a)(1)(iii) and (a)(1)(xxiv) of

Regulation S-T

Rule 304(d) and (e) of Regulation S-T

Rule 3b-6(b)(1) and (b)(2)

Rule 175(b)(1) and (b)(2)

Rule 0-11(b)(1) and (b)(2) of the Trust

Indenture Act

Rule 14a-12(c)(1)

Rule 14a-16(a)(1), (d)(8), (d)(10),

(h)(2), (j)(1), (j)(2) and (n)(1)(ii)

Rule 14c-2(a)(2)(ii)

Rule 14b-1(b)(1)(ii), (b)(2), (c)(1)(i),

(c)(2)(ii), (c)(3), (d)(5), (d)(5)(i)(A),

(d)(5)(i)(B), and note to paragraph

(b)(2)

Rule 14b-2(b)(1)(ii)(B), (b)(3),

(c)(1)(i), (c)(2)(ii), (c)(4), (d)(5),

(d)(5)(i)(A), (d)(5)(i)(B), note 2 to

paragraph (a), and note to paragraph

(b)(3)

Rule 14d-5(g)(2)(i)

General Instructions G and H to Form

10-K and Items 8 and 15 of Form 10-K

Item 11(a) of Form S-3

General Instruction G, Items 10(a),

12(b)(2), 12(c)(3), and 17(b) of Form

S-4

New Note F to Schedule 14A

Proposed Conforming

Amendment(s)

furnishing and/or

delivery of annual reports

to security holders and

renumber rules

accordingly.

Relocate requirement

currently in Rule 14a3(b)(10), regarding

Topic

Elimination of

Requirement to

Submit Notice of

Exempt

Solicitation

Commission Disclosure Requirement(s)

•

Rule 14a-2(b)

Rule 101(a)(1)(xxv) of Regulation S-T

Proposed Conforming

Amendment(s)

requirement for

registrants other than

registered investment

companies to provide,

upon request, a Form 10K to each person to

whom a proxy statement

is delivered. 67

Revise to eliminate

reference to Rule 14a6(g).

Revise to eliminate

reference to the required

submission of Notices of

Exempt Solicitation.

The table below describes each of the non-substantive, technical amendments proposed in

connection with the proposed amendments.

Commission

Disclosure

Requirement(s)

Rule 14a-2(b)

Rule 14a-3(b)

Rule 14c-3(b)

Rule 14a-3(b)(2)(ii)

Rule 14a-3(e)(2)

Rule 14a-6

Rule 14a-12

Instruction 3 to Item

10 of Schedule 14A

Rule 14c-7(b)(2)

Schedule 14A

Schedule 14C

Proposed Technical Amendment(s)

Remove outdated reference to rescinded Rule 14a-6(p)

Replace “shall” with “must”

Replace “issuers” with “registrants”

Revise lettering and numbering in provision for clarity

Remove outdated references to the filing of multiple physical copies

of materials with the Commission

Correct the misspelling of “registant’s” by changing it to

“registrant’s”

Correct a cross-reference within a checkbox on the cover page from

referencing “Item 25(b)” to instead reference “Item 25(c)”

We propose to exempt registered investment companies from this requirement as those registrants are not

subject to Rule 14a-3(b)(10). See Item 22(a)(3)(iii) of Schedule 14A.

Commission

Disclosure

Requirement(s)

Schedule 14A

Rule 14a-9

Rule 14b-1(b)(1)

Form S-4

Proposed Technical Amendment(s)

Correct typographical error by replacing “Item 7will” with “Item 7

will”

Remove outdated reference to vacated Rule 14a-11 by removing “the

Federal proxy rules,”

Correct the misspelling of “indicting” to “indicating”

Correct the misspelling of “Hold” to “Holding” and typographical

error by replacing “see § 240.15-01 (Rule 15-01 of Regulation S-X)”

with “see § 210.15-01 (Rule 15-01 of Regulation S-X)”

Request for Comment

19. Should we make these conforming and technical amendments as proposed?

F. General Request for Comment

We request and encourage any interested person to submit comments on any aspect of the

proposed amendments, other matters that might have an impact on the proposed amendments,

and any suggestions for additional changes. With respect to any comments, we note that they are

of greatest assistance if accompanied by supporting data and analysis of the issues addressed in

those comments and by alternatives to our proposals where appropriate.

III.

OTHER MATTERS

This action is a significant regulatory action under section 3(f) of Executive Order 12866

and has been reviewed by the Office of Management and Budget, consistent with Executive

Order 14215. This action, if finalized as proposed, is expected to be an Executive Order 14192

deregulatory action.

IV.

ECONOMIC ANALYSIS

We are mindful of the costs imposed by, and the benefits obtained from, our rules.

Securities Act section 2(b) 68 and Exchange Act section 3(f) 69 require us, when engaging in

rulemaking that requires us to consider or determine whether an action is necessary or

appropriate in the public interest, to consider, in addition to the protection of investors, whether

the action would promote efficiency, competition, and capital formation. In addition, Exchange

Act section 23(a)(2) requires the Commission to consider the effects on competition of any rules

that the Commission adopts under the Exchange Act and prohibits the Commission from

adopting any rule that would impose a burden on competition not necessary or appropriate in

furtherance of the purposes of the Exchange Act. 70

The proposed amendments are intended to modernize certain rules related to proxy

solicitations by updating requirements whose original rationale has been substantially displaced

by technological developments, such as the establishment of EDGAR and the widespread

adoption of the internet and electronic communications. As discussed in section II, multiple rules

we propose to amend were adopted decades ago to address specific informational and

coordination problems arising from the paper-based delivery system then in use. Since the

adoption of these requirements, the Commission established EDGAR, which makes virtually all

disclosure documents publicly available without charge, and electronic delivery has become the

predominant means by which registrants communicate with shareholders. These developments

have changed the informational environment in which the existing requirements operate. In some

instances, technological developments have rendered these requirements redundant while they

15 U.S.C. 77b(b).

15 U.S.C. 78c(f).

15 U.S.C. 78w(a)(2).

continue to impose compliance costs on registrants; in others, the requirements have come to be

used in ways that diverge from their original purpose and generate unintended consequences.

In this context, the proposed amendments respond to four identifiable inefficiencies in the

current regulatory framework. First, as discussed in section II.A, Rule 14a-3(b) was adopted to

provide shareholders with financial information about the registrant prior to their voting in a

director election. The annual report required by the rule now substantially overlaps with the

Form 10-K, which registrants also must file on EDGAR. That overlap has increased as many

registrants currently elect to deliver an integrated report (i.e., a Form 10-K prepared on an

integrated basis and delivered to shareholders in fulfillment of the annual report requirement) or

a Form 10-K wrap in lieu of a traditional “glossy” annual report. The only substantive

disclosures currently required in the annual report but not in the Form 10-K are the stock

performance graph required by Item 201(e) of Regulation S-K—which provides information

about stock performance that is widely and freely available through online sources—and

disclosures concerning changes in certifying accountants required by Item 304(a) of Regulation

S-K, which are also required on Form 8-K. The proposed amendment would eliminate this

duplication by removing the requirement to deliver an annual report to security holders and

allowing a registrant to satisfy Rule 14a-3(b) obligations through a previously filed Form 10-K,

while retaining the option to furnish a separate annual report to security holders on EDGAR.

Second, as discussed in section II.B, Note D.3 to Schedule 14A and parallel requirements

in Form S-4 and Form F-4 were adopted to give shareholders sufficient time to obtain and review

documents incorporated by reference before a meeting or vote. These documents are now

publicly available on EDGAR and accessible through hyperlinks in the incorporating filing. The

original delivery concern has therefore been substantially mitigated, while the 20-business-day

requirement continues to impose delays, costs, and uncertainty on registrants and transaction

counterparties.

Third, as discussed in section II.C, Rule 14a-6(g) was adopted to provide public visibility

into written, non-public exempt solicitations by large shareholders (i.e., those beneficially

owning more than $5 million of securities). In recent years, however, most Notices of Exempt

Solicitation appear to have been submitted voluntarily, either by shareholders below the

ownership threshold or to reproduce information already publicly available, such as press

releases. These voluntary submissions allow shareholders to disseminate their views prominently

and at a low cost through EDGAR, even though EDGAR was not designed for that purpose and

Rule 14a-6(g) was not intended to create a general communications platform. Registrants also

may learn of exempt solicitations through public announcements and press releases rather than

through EDGAR filings, which may reduce the incremental role of Rule 14a-6(g) in alerting

registrants to relevant exempt written solicitations.

Fourth, as discussed in section II.D, Rule 14a-13’s 20-business-day minimum broker

search period was adopted to accommodate delays in the paper-based, multi-step process for

distributing proxy materials to beneficial owners. Technological advancements have

substantially shortened that process, and the Commission understands that broker searches can

now often be completed in as few as three days. The existing minimum period may therefore

create unnecessary delay and uncertainty for registrants and their counterparties without

remaining necessary to ensure timely delivery of proxy materials. The minimum period also

determines how long information about an upcoming record date circulates among

intermediaries and before public disclosure in the registrant’s definitive proxy statement.

Shortening that interval may reduce the opportunity for certain market participants, including

dissident shareholders and certain broker-clients, to obtain and act on record-date information

before public disclosure. It may also reduce the time available for institutions that learn of the

record date through the broker search process to recall loaned shares in order to vote.

In each case, the proposed amendments would update the regulatory framework to reflect

current technology and market practices and reduce compliance costs associated with

requirements whose original rationale has been substantially displaced by technological

developments. We consider below the potential benefits and costs of the proposed rules and their

likely effects on efficiency, competition, and capital formation. Many of the benefits and costs

are difficult to quantify or estimate with any degree of certainty. Where we are unable to

quantify the economic effects of the proposal, we provide a qualitative assessment of the

potential effects and encourage commenters to provide data and information that would help

quantify the benefits and costs of the proposed rules, and the potential impacts of the proposed

rules on efficiency, competition, and capital formation.

A. Economic Baseline

The baseline against which we measure the benefits, costs, and effects on efficiency,

competition, and capital formation of the proposed amendments consists of the current

regulatory framework and the current practices for proxy solicitations. 71

1. Regulatory Baseline

a. Current Regulatory Framework

See, e.g., Nasdaq Stock Mkt. LLC v. SEC, 34 F.4th 1105, 1111-14 (D.C. Cir. 2022). This approach also follows

SEC staff guidance on economic analysis for rulemaking. See SEC Staff, Current Guidance on Economic

Analysis in SEC Rulemakings (Mar. 16, 2012), available at

https://www.sec.gov/divisions/riskfin/rsfi_guidance_econ_analy_secrulemaking.pdf (“The economic

consequences of proposed rules (potential costs and benefits including effects on efficiency, competition, and

capital formation) should be measured against a baseline, which is the best assessment of how the world would

look in the absence of the proposed action.”); id. at 7 (“The baseline includes both the economic attributes of

the relevant market and the existing regulatory structure”).

Rule 14a-3(b) requires that, if a proxy solicitation relates to an annual meeting of

shareholders, a special meeting in lieu of an annual meeting, or written consent in lieu of such

meeting, at which directors are to be elected, the proxy statement be accompanied or preceded by

an annual report to security holders. 72 The annual report is intended to provide information for

evaluating the registrant’s operations and financial condition in a readable narrative and

generally avoids legalistic and technical terminology. The annual report to security holders

includes information about, among other matters, financial statements, management’s discussion

and analysis of financial condition and results of operations, business and segment information,

information about directors and officers, and information about the market price of and dividends

on the registrant’s common equity. 73 Most of this information is also required in the Form 10-K.

The principal disclosures required in the Rule 14a-3(b) annual report but not in the Form 10-K

include: (i) the stock performance graph required by Item 201(e) of Regulation S-K, which many

registrants voluntarily include in the Form 10-K; and (ii) disclosure required by Item 304(a) of

Regulation S-K regarding a change in a registrant’s certifying accountant, which registrants

disclose pursuant to Item 4.01 of Form 8-K. 74

Note D.3 to Schedule 14A requires registrants to send their proxy statements to

shareholders no later than 20 business days prior to the shareholder meeting when documents are

incorporated by reference. Forms S-4 and F-4 impose a similar 20-business-day minimum when

a prospectus incorporating by reference information about the registrant or the company being

acquired is sent to shareholders prior to a shareholder meeting. 75

See supra note 10.

See 17 CFR 240.14a-3(b).

See supra note 15.

See General Instruction A.2. to Form S-4 and General Instruction A.2. to Form F-4.

Rule 14a-2(b)(1) exempts from most Federal proxy regulations “[a]ny solicitation by or

on behalf of any person who does not, at any time during such solicitation, seek directly or

indirectly, either on its own or another’s behalf, the power to act as proxy for a security holder

and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests,

a form of revocation, abstention, consent or authorization.” 76 Rule 14a-6(g) sets forth a notice

requirement for an exempt solicitation conducted under Rule 14a-2(b)(1) if it is (i) conducted by

a large shareholder, (ii) in writing, and (iii) not already publicly available.

This framework allows shareholders to communicate their views without the requirement

to comply with many of the preparation, filing, and delivery requirements that apply to other

solicitations. In practice, shareholders have used exempt solicitations as a relatively quick and

lower-cost means of publicizing their views. One study shows that exempt solicitations may be

used by shareholders to support shareholder proposals. 77 Notices of Exempt Solicitation

submitted through EDGAR may also inform registrants about shareholder concerns and assist

them in responding. The Commission lacks data on the extent to which registrants rely on these

submissions, rather than on other channels, to learn of exempt solicitations.

Rule 14a-13 requires registrants to ask record holders how many copies of proxy

materials they will need to forward to beneficial owners. 78 Since the 1986 Amendments,

registrants have been required to make that inquiry at least 20 business days prior to the record

17 CFR 240.14a-2(b)(1).

Dipesh Bhattarai et al., Is There Power Outside the Proxy? Evidence From Exempt Solicitations, unpublished

working paper (2026), available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4239979 (“Bhattarai

study”) (indicating that approximately 50% of exempt solicitations are related to shareholder proposals).

See supra note 51 for information about inquiries through search cards.

date. 79 This requirement was intended to accommodate the multiple steps then necessary to

transmit paper proxy materials through intermediaries to beneficial owners. 80

Electronic record keeping and communications have substantially accelerated this

process. Widespread adoption of the internet and related digital communication tools have led to

significantly more efficient coordination among the intermediaries involved in the broker search

process. 81 Under Rule 14b-1(b)(1), a broker or dealer must respond within seven business days

with the approximate number of customers that beneficially own the registrant’s securities.

Under Rule 14b-2(b), a bank or other intermediary must respond within one business day with

the names and addresses of any respondent banks and within seven business days with the

approximate number of beneficial-owner customers. If securities are held through multiple

respondent banks, the registrant’s inquiry may proceed through successive intermediaries, each

subject to its own response period. Rules 14b-1 and 14b-2 also require intermediaries to forward

proxy materials to beneficial owners after receiving them from the registrant. Under the current

20-business-day minimum, these responses are generally due before the record date. The

Commission understands that the broker search can now often be completed in as few as three

days. 82

b. Other Proposed Commission Rulemakings

If making the inquiry 20 business days prior to the record date of a special meeting is impracticable, then the

search must be completed as many days before the record date of the special meeting as is practicable. See 17

CFR 240.14a-13(a)(3)(i).

See supra note 53.

We understand that registrants commonly use proxy-service providers to conduct broker searches electronically,

and to support the digital distribution, and tracking of proxy materials. See e.g., Concept Release on the U.S.

Proxy System, Release No. 34-62495 (July 14, 2010) [75 FR 42982, 42986–89 (July 22, 2010)] (describing the

role of intermediaries, including proxy service providers, in the distribution and processing of proxy materials

to beneficial owners).

See supra section II.B.2 for information about broker search duration. See also supra note 57.

Concurrently with the proposed amendments outlined in this release, the Commission is

separately proposing to rescind Rule 14a-8 under the Exchange Act, which governs when a

company must include a proposal submitted by a shareholder in the company’s proxy materials

for the purposes of voting at shareholder meetings. 83 In the same proposal, the Commission is

proposing to amend Rule 14a-4(c) under the Exchange Act, which addresses a proxy holder’s

discretionary authority to vote on behalf of a shareholder with respect to a matter that is not

included in the proxy materials. 84 If adopted as proposed, (i) rescinding Rule 14a-8 would leave

determinations about the role of shareholder proposals to State law and company governing

documents and (ii) amending Rule 14a-4(c) would provide companies with greater flexibility,

and shareholders with greater control, regarding companies’ use of discretionary voting authority

for proposals that companies receive outside the Rule 14a-8 process. 85

2. Affected Entities

The proposed amendments could affect all registrants subject to the Federal proxy rules.

These include registrants with a class of equity securities registered under section 12 of the

Exchange Act 86 and certain non-section 12 registered companies that voluntarily file proxy

materials. Additionally, 17 CFR 270.20a-1 (“Rule 20a-1”) conditions the solicitation of any

proxy, consent, or authorization with respect to the securities of a registered investment company

See Rule 14a-8 Proposal.

Id.

We are not aware of any asset-backed issuers that have a class of equity securities registered under section 12 of

the Exchange Act. Most asset-backed issuers are registered under section 15(d) of the Exchange Act and thus

are not subject to the Federal proxy rules with respect to solicitations of their own security holders. 20 assetbacked issuers had a class of debt securities registered under section 12 of the Exchange Act as of December

2025. Because such securities are non-voting, they are not subject to the Federal proxy rules. Foreign private

issuers are not subject to the Federal proxy rules with respect to solicitations of their own security holders

pursuant to 17 CFR 240.3a12-3(b).

upon compliance with the Federal proxy rules that would be applicable to that solicitation if it

were made in respect to a security registered pursuant to section 12. 87

As of December 31, 2025, we estimate that 5,357 companies had a class of securities

registered under section 12, including 142 BDCs. 88 Of the 5,357 potentially affected companies,

4,527, or 85 percent, filed proxy materials with the Commission during calendar year 2025. 89 An

additional 74 companies filed proxy materials voluntarily in calendar year 2025. 90

As of December 31, 2025, 2,720 registered investment companies were subject to the

Federal proxy rules. These registered investment companies were associated with the following

funds: (i) 12,710 open-end funds, out of which 4,194 were exchange-traded funds (“ETFs”)

registered as open-end funds or open-end funds that had an ETF share class; (ii) 707 closed-end

funds; (iii) 15 variable annuity separate accounts registered as management investment

companies; (iv) 414 variable annuity separate accounts registered as unit investment trusts; (v)

239 variable insurance contracts registered as unit investment trusts; (vi) 40 other unit

Rule 20a-1 under the Investment Company Act requires registered investment companies to comply with

regulations adopted pursuant to section 14(a) of the Exchange Act (15 U.S.C. 78n(a)) that would be applicable

to a proxy solicitation if it were made in respect of a security registered pursuant to section 12 of the Exchange

Act.

This figure is an upper-bound estimate because some of these companies may not file proxy materials. We

estimate the number of companies other than asset-backed securities issuers and registered investment

companies with a class of securities registered under section 12 of the Exchange Act by reviewing all filers, by

unique Central Index Key (CIK), of Forms 10-K and amendments thereto filed during calendar year 2025.

BDCs are a category of closed-end investment companies that are not registered under the Investment Company

Act. 15 U.S.C. 80a-2(a)(48).

The proxy materials we consider in our analysis are materials filed via EDGAR under submission types DEF

14A, DEF 14C, DEFA14A, DEFC14A, DEFM14A, DEFM14C, DEFR14A, DEFR14C, DFAN14A, PRE 14A,

PRE 14C, PREC14A, PREM14A, PREM14C, PRER14A, PRER14C, N-14, S-4, and F-4. Forms N-14, S-4, and

F-4 can be a registration statement and/or proxy statement. For purposes of this economic analysis, we have

reviewed all Forms N-14, S-4, and F-4 filed during calendar year 2025 with the Commission and excluded from

our estimates above Forms N-14, S-4, and F-4 that are exclusively registration statements.

We identify companies that voluntarily file proxy materials as companies reporting pursuant to section 15(d) of

the Exchange Act but not registered under section 12(b) or section 12(g) of the Exchange Act, and foreign

private issuers that filed any proxy materials during calendar year 2025 with the Commission.

investment trusts; and (vii) two face-amount certificate companies. 91 Out of the 2,720 potentially

registered investment companies mentioned above, 816 (30 percent) filed proxy materials with

the Commission during calendar year 2025.

The proposed rescission of Rule 14a-6(g) would also affect shareholders that submit

Notices of Exempt Solicitation. From 1997 to 2025, 311 unique filers submitted 3,376 notices of

exempt solicitation under submission type PX14A6G concerning 751 unique registrants. One

study of PX14A6G submissions from 1997 through 2019 found that approximately 75 percent

were made within 30 days prior to the meeting date. 92 Most of the filings were made by one of

three categories of shareholders: public pension funds (38.1 percent), union funds (24.9 percent),

and hedge funds and institutional investors (22.5 percent). 93

The proposed amendments to Rule 14a-13 could also affect participants in securities

lending markets—including short sellers, lenders of shares, and broker-dealers that facilitate

share lending and borrowing transactions—by shortening the minimum broker search period.

Short sellers generally transact through introducing broker-dealers. We estimate that there were

614 introducing broker-dealers that originated short-sale trades in equities in 2025. 94

We estimated the number of unique registered investment companies by reviewing all Forms N-CEN data for

the reporting period ending December 2025 with filings received through March 31, 2026. Open-end funds are

series of trusts registered on Form N-1A. Closed-end funds are registered on Form N-2. Variable annuity

separate accounts registered as management companies are trusts registered on Form N-3. Variable annuity

separate accounts registered as unit investment trusts are registered on Form N-4. Variable insurance contracts

registered as unit investment trusts are registered on Form N-6. All other unit investment trusts in this time

frame are registered on Form N-8B-2. Face-amount certificates were found on Form 10-K by manually

reviewing non-BDC investment companies.

See Bhattarai study supra note 77. According to this study, approximately 36.3% of the exempt solicitation

filings solicited against management-sponsored directors, 29.3% solicited for shareholder board-related

proposals, such as separating the role of CEO and Chair of the board, and 9.8% solicited for shareholdersponsored compensation proposals.

Bhattarai study supra note 77.

This is the number of unique broker-dealers that originated a short-sale order that ultimately executed in a nonOTC or OTC equity market during 2025, according to Consolidated Audit Trail (“CAT”) data. From all

top-of-lifecycle CAT records for short sales, we retain those orders that ultimately executed and count the

number of unique broker-dealers associated with those original orders.

Additionally, introducing broker-dealers usually rely on a clearing/carrying broker-dealer to do

the borrowing of shares. There were 201 clearing/carrying broker-dealers in 2025. 95 In 2025,

there were 9,989 unique tickers of U.S. common stocks that were subject to stock lending. 96

B. Economic Effects of Individual Provisions

The proposed amendments would generate economic effects for registrants and investors.

We analyze below the likely benefits and costs of the individual provisions of the proposed rules

for investors and registrants.

1. Benefits and Costs of the Proposed Elimination of Requirement to Deliver

Annual Report to Security Holders

As described in section II.A, the proposed amendments to Rule 14a-3 would eliminate

the current delivery requirement for annual reports to security holders and, for registrants that

have a Form 10-K already on file for their most recent fiscal year, would eliminate altogether the

need to comply with the separate annual report disclosure requirements in Rule 14a-3.

Registrants that do not have a Form 10-K on file would satisfy their Rule 14a-3(b) obligation by

furnishing an annual report to security holders on EDGAR, without the need to deliver such

report to security holders.

Based on staff analysis, in calendar year 2025, registrants submitted 3,157 annual reports

to security holders. We estimate that 90 percent of registrants filing proxy statements on

Schedule 14A and information statements on Schedule 14C would rely on a previously filed

Using data in Forms X-17A-5 (also known as “FOCUS reports”), we calculate this by counting the number of

broker-dealers that answered yes to either “Respondent carries its own public customer accounts” or

“Respondent clears its public customer and/or proprietary accounts” on the year-end 2025 FOCUS report.

Using security lending data from DataLend, we count the number of unique tickers of common shares lent out

from January 1, 2025, to December 31, 2025.

Form 10-K. 97 Under that assumption, 2,841 respondents would avoid a total of approximately

$3.5 million in aggregate compliance costs. 98 The estimated aggregate cost reduction would

differ proportionally if a different share of registrants elects this option. For example, if only 70

percent of registrants elected to rely on a previously filed Form 10-K, approximately 2,210

respondents would avoid compliance costs, resulting in an estimated aggregate cost reduction of

approximately $2.7 million. 99 Conversely, if 100 percent of eligible registrants elected this

option, all 3,157 respondents would avoid such costs, yielding an estimated aggregate cost

reduction of approximately $3.9 million. 100

For registrants opting to satisfy the requirements of Rule 14a-3(b) by the submission of

an annual report to security holders on EDGAR, the proposed amendment would also eliminate

the cost of delivering such report to shareholders. 101 The extent to which these delivery costs are

significant would vary across registrants depending on their size, shareholder base, and current

This estimate is based on the current prevalence of Form 10-K and Form 10-K wrap filings among registrants

that currently submit annual reports to security holders, as discussed in section II.A, which suggests that the vast

majority of registrants already treat the Form 10-K as the primary vehicle for satisfying their Rule 14a-3(b)

requirements. See supra section II.A.2 for information about how registrants satisfy the requirements of Rule

14a-3(b).

We estimate the average cost savings per unit of annual report to security holders submission to be

approximately $1,237.50. We estimate the aggregate cost savings to be $3,479,850 for 2,812 annual reports to

security holders related to proxy statements on Schedule 14A and $35,887 for 29 annual reports to security

holders related to information statements on Schedule 14C. See infra section IV.B.7, Aggregate Monetized

Benefits and Costs; infra note 175; infra Economic Analysis Table 1 for information about the calculation of

aggregate monetized benefits. These estimates represent averages that reflect the variety of ways registrants

currently satisfy the requirements of Rule 14a-3, whether by sending a Form 10-K, a Form 10-K wrap, or a

separately produced annual report to security holders. Accordingly, we estimate the aggregate cost savings for

all 2,841 (2,812 + 29) annual reports to security holders to be $3,515,737 ($3,479,850 + $35,887). When

divided by the 2,841 annual reports to security holders, this would result in an average cost savings of

approximately $1,237.50 per unit.

We estimate this cost by multiplying the number of expected submissions, 2,210 (0.7 x 3,157), by the average

cost savings per submission, $1,237.50.

100

We estimate this cost by multiplying the number of expected submissions, 3,157, by the average cost savings

per submission, $1,237.50.

101

Id.

delivery practices. 102 While we expect there to be little marginal cost to delivering the annual

report, the Commission lacks comprehensive data on current delivery costs for these registrants

and invites commenters to provide data on their magnitude. 103

The proposed amendments would separately eliminate the stock performance graph

required by Item 201(e) of Regulation S-K for all registrants other than investment companies, 104

regardless of whether such registrants rely on a previously filed Form 10-K or an annual report

furnished on EDGAR. As discussed in section II.A, the stock performance graph compares the

registrant’s cumulative total shareholder return with relevant indices over a five-year period.

Since the requirement was adopted in 1992, comparable stock performance information has

become readily accessible to investors through online sources, reducing the incremental value of

the mandatory graph. 105 We estimate that eliminating the requirement would reduce the

102

Delivery costs under the current rule include printing, mailing, and related logistics costs for registrants that

deliver annual reports in paper form, as well as costs associated with electronic delivery for registrants that have

transitioned to electronic distribution. Recently, the Commission proposed Regulation E-Delivery, which if

adopted as proposed, would permit covered entities to use electronic delivery as the default method of delivery

to covered recipients, subject to certain conditions, while preserving the ability of covered recipients to receive

paper copies of covered information, free of charge, upon request. See Electronic Delivery of Information

Under the Federal Securities Laws, Release No. 33-11430 (July 16, 2026) [91 FR 45884 (July 21, 2026)]. If

adopted as proposed, Regulation E-Delivery would generally supersede the Commission’s existing electronic

delivery framework, including the E-Delivery Guidance. See supra note 37.

103

Delivery costs would depend on the proportion of a registrant’s shareholders who have opted into electronic

delivery, the number of shareholders requesting paper copies, and the per-unit cost of physical mailing and

distribution, all of which are likely to vary with the size and composition of the registrant’s shareholder base.

See infra note 175. To the extent Regulation E-Delivery is adopted as proposed and registrants choose to rely on

it to electronically deliver annual reports to shareholders under Rule 14a-3(b), the cost savings from printing

and mailing anticipated under this proposal may be diminished for those registrants with respect to annual

reports. See id.

104

See supra section II.A.2 for information about requirements for investment companies to disclose the stock

performance graph required in Item 201(e) of Regulation S-K.

105

Several online platforms provide free, interactive tools that allow investors to chart and compare a company’s

total shareholder return against selected market indices, peer groups, or custom benchmarks over variable time

horizons, offering greater flexibility than the static five-year comparison required by Item 201(e) of Regulation

S-K. In addition, many brokerage platforms offer similar comparative charting tools to their account holders.

See, e.g., Yahoo Finance, https://finance.yahoo.com;Total Real Returns, https://totalrealreturns.com;

Morningstar, https://www.morningstar.com; and Nasdaq, https://www.nasdaq.com.

aggregate compliance costs by $3.9 million. 106 The proposed amendments would preserve the

stock performance graph requirement only for investment companies (specifically, BDCs and

face-amount certificate companies) and require these investment companies to place the graph in

a Form 10-K rather than an annual report to security holders. We estimate the cost associated

with this change for investment companies to be approximately $64,000. 107

While the proposed amendments would reduce compliance costs for registrants, they may

also impose costs on investors, including retail investors, through three channels discussed

below. First, the proposed amendment, together with conforming amendments to Rule 14a-16,

could change how investors obtain the information contained in the annual report to security

holders. The annual report would no longer be required to be delivered to security holders; the

registrant’s proxy materials would no longer be required to explain how a security holder may

request a copy of the annual report; the annual report would no longer be among the paper or

electronic materials that registrants must provide to record holders and respondent banks upon

request; and the annual report would no longer be part of the full set of proxy materials delivered

to security holders under Rule 14a-16(n). Investors would instead obtain the registrant’s Form

10-K, or an annual report furnished on EDGAR, directly from EDGAR. 108

106

See infra section IV.B.7. We estimate that approximately 3,157 respondents will no longer disclose the stock

performance graph in an annual report to security holders. See infra notes 177 and 178; infra Economic

Analysis Table 1 for information about aggregate monetized benefits of eliminating the requirement to disclose

the stock performance graph for Schedule 14A and Schedule 14C respondents.

107

Based on staff analysis, we estimate that 51 BDCs and no face-amount certificate companies would disclose a

stock performance graph in a Form 10-K instead of an annual report to security holders. The staff understands

that the cost estimation does not present an additional cost to BDCs because they currently but would no longer

incur the same cost by disclosing a stock performance graph in an annual report to security holders. The

proposed amendments would shift this cost from being incurred when preparing an annual report to security

holders to when preparing a Form 10-K. See infra note 179.

108

Many registrants also make their Form 10-K and annual report to security holders available directly on their

investor relations websites, providing investors with an additional avenue of access.

As a result, the proposed amendments may increase search costs; however, we expect

these to be modest for most investors. EDGAR filings are available without charge and contain

search tools such that filings can be located by company name and/or submission type. 109

Registrant financial information is also widely available through financial-data providers,

investor-relations websites, and brokerage platforms. The effect may be greater for security

holders who currently rely on paper copies of proxy materials because the annual report would

no longer be among the documents registrants are required to furnish. The Commission

acknowledges uncertainty about the extent to which some investors are familiar with EDGAR

and able to navigate it effectively, and on how many security holders request paper copies, and

how much they rely on the annual report. We invite commenters to provide data on this question.

Second, investors may lose direct access through the annual report to certain information

not required in the Form 10-K. Information about a change in a registrant’s certifying accountant

would remain available through disclosure under Item 4.01 of Form 8-K filed on EDGAR.

Investors seeking the information currently presented in the Item 201(e) stock performance graph

would instead need to rely on alternative sources, such as financial-data providers or registrant

websites. In addition, annual reports may also include CEO shareholder letters, which can

contain valuable information that may provide investors with additional perspective on the

registrant’s performance, strategy, or outlook. One study suggests that the information contained

in CEO shareholder letters is used by investors to assess the quality of earnings and is associated

with firm performance measures including sales growth, return on equity, and dividend

109

For example, EDGAR contains search tools that allow investors to search for filings by submission type (e.g.,

“10-K” or “ARS”).

changes. 110 The magnitude of the cost of losing direct access to information would depend on the

extent to which registrants continue to prepare and disseminate voluntary content, the

availability, accessibility, and cost of alternative resources, which we expect to be modest given

the ease of access to these materials through EDGAR and other public sources. We invite

commenters to provide data or analysis on the prevalence of unique content in current annual

reports, the extent to which registrants are likely to continue producing it voluntarily, and its

value to investors.

Third, the Form 10-K may be less readable for some investors than a well-prepared

annual report. As noted in section II.A, the Commission has historically encouraged registrants

to deliver annual reports to security holders rather than Forms 10-K to disclose financial

information in advance of annual meetings, in part because annual reports to security holders

may present financial and operational information in a more accessible format and with less

technical language.

The magnitude of the costs and benefits discussed above for each registrant and its

shareholders would likely be greater for registrants that currently satisfy the requirements of

Rule 14a-3 by sending a separate annual report to security holders and lower for registrants who

send a Form 10-K wrap or Form 10-K. 111

110

See Eric Abraham and Eli Amir, The Information Content of the President’s Letter to Shareholders, 23, J. Bus.

Fin. & Acc. 1157 (1996), available at:

https://research.ebsco.com/c/4jkwrc/search/details/gdswbongmf/details?db=eoh&limiters=None&q=informatio

n+content+presidents+letter&searchMode=all.

111

We estimate that approximately 12% of filings are likely to represent separately produced annual reports, 77%

are likely to represent Form 10-K or Form 10-K wraps, and approximately 11% of filings are unspecified. This

estimate should be interpreted as indicative rather than precise, given the reliance on rule-based phrase

matching in textual analysis, which may not fully capture the range of language variations or contextual

nuances present across individual filings. We derived this estimate by reviewing DEF 14A proxy statements

filed in EDGAR in 2025, restricting the sample to filings containing the phrase “annual report” (case-

2. Benefits and Costs of the Proposed Elimination of the Delivery Deadline

When Documents Are Incorporated by Reference Into the Proxy

Statement

As described in section II.B, the proposed amendments would eliminate Note D.3 to

Schedule 14A and the corresponding minimum 20-business-day period requirements in Forms S4 and F-4, which were adopted to ensure timely delivery of incorporated documents to security

holders prior to a meeting or vote. Since the adoption of these requirements, however, EDGAR

has been established and nearly all disclosure documents are now required to be filed on

EDGAR, making them publicly available without charge. 112 The proposed amendments would

generate potential benefits for registrants and their counterparties across all three affected

documents. Removing the minimum 20-business-day period for sending proxy materials and

prospectuses would reduce delays that may result from the current waiting period, during which

external issues (e.g., market volatility or regulatory changes) may arise and increase the costs or

risks associated with delays. Mitigating such delays could lower costs for registrants and their

counterparties and decrease uncertainty surrounding the timing and execution of a pending

insensitive). We then applied a set of regular-expression-based phrase matches to classify each filing’s

disclosure language regarding whether the annual report was prepared as a document separate from the Form

10-K, or “wrapped” with (i.e., incorporated into) the Form 10-K. Based on the phrase matching results, we

categorized registrants into those who furnish a separately produced annual report, or those who use Form 10-K,

Form 10-K wrap and those unspecified. We classified as separate-annual-report if the analysis found phrases

such as “separate annual report,” “annual report is enclosed,” “mailed annual report,” “printed annual report,”

“annual report will be sent,” “annual report furnished,” “annual report provided separately,” and “copy of the

annual report.” We classified as Form 10-K or Form 10-K wrap if the analysis found phrases such as “annual

report on Form 10-K,” “included in [this/the] Form 10-K,” “part of our Form 10-K,” “we do not produce a

separate annual report,” and “annual report contained in.” We separately obtained CIK numbers for ARS

(Annual Report to Security Holders) submissions from EDGAR and matched them against the CIKs identified

in our proxy statement analysis, yielding 2,690 matched CIKs. The number of matched CIKs is smaller than the

total population of CIKs associated with filed ARS forms, as our matching procedure was limited to CIKs

identified through the proxy statement text analysis; consequently, our estimates may not be fully representative

of all ARS filers.

112

See supra section II.B.2 for more information about the 20-business-day requirement and EDGAR availability

of documents incorporated by reference in Forms S-4 and F-4.

transaction or other corporate action. For example, for Form S-4 and Form F-4, where the

minimum period most commonly applies in the context of a shareholder meeting to vote on a

business combination transaction, a shorter minimum period could reduce the likelihood of

market movement that affects the offer price or of a new bidder emerging during such period,

thus lessening any uncertainty surrounding whether and when the transaction will be

completed. 113

Benefits from eliminating the Note D.3 requirement would also arise in the context of

routine annual meeting proxy statements and other corporate actions in which documents are

incorporated by reference, though the magnitude of those benefits may be smaller than in the

transaction context. The Commission lacks data with which to quantify these benefits, which

would depend on the frequency and nature of transactions and other corporate actions subject to

the current requirements, the magnitude of delays and associated costs attributable to the current

minimum period, the extent to which investors use the full 20-business-day period to request,

receive, and review incorporated documents before voting, and the extent to which affected

registrants currently manage timing risk through other means.

The proposed amendments may impose costs on investors through three channels. First,

eliminating the minimum 20-business-day period would permit registrants to shorten the period

shareholders may request, receive, and review a copy of documents incorporated by reference

into the proxy statement. A shorter period could reduce the quality of voting decisions if

investors have insufficient time to locate (or request and receive from the registrant), review, and

113

Any realized effects would also be transaction-specific factors and could depend on factors such as the extent of

pre-signing market checks or go-shop provisions, the likelihood of a competing bid, and the size and

characteristics of the target.

understand the incorporated information. 114 This cost may be greater for retail investors, who

may require more time to evaluate the information than institutional investors. The extent to

which this cost is significant would depend on the extent to which investors use the full 20business-day period to review incorporated documents before voting. To the extent that EDGAR

availability and electronic delivery serve as functional substitutes for the delivery that the 20business-day period was designed to facilitate, the investor protection cost of eliminating the

minimum period requirement is mitigated.

Second, the proposed amendments may increase search costs for some retail investors,

because they would need to locate information incorporated by reference in the registrant’s

proxy statement on EDGAR, unless they request a copy of the incorporated information from the

registrant. 115 This cost would fall primarily on investors who currently rely on the delivery

process to obtain incorporated documents, rather than accessing them independently, and who

may be less familiar with navigating EDGAR. Factors that may limit the magnitude of these

search costs include the public availability of incorporated documents on EDGAR without

charge, the inclusion of active hyperlinks to incorporated documents in the submission, the

ability of registrants to provide incorporated documents electronically upon request, and

technological developments that have facilitated widespread access to issuer information. 116

Because EDGAR has been in place for over 30 years and nearly all disclosure documents are

114

The Commission acknowledges that the proposed amendments could increase the risk that proxy statements are

delivered closer to the shareholder meeting date. However, because the timing of proxy statement delivery is

likely to be driven primarily by other factors, including state law requirements and considerations, transactionspecific timelines, and the time needed to solicit sufficient support for any proposals, the Commission does not

expect this risk to be a meaningful concern in practice.

115

See supra section II.B.2 for more information about different channels through which investors may access a

copy of incorporated information from the registrant.

116

See supra section II.B.2 for a discussion about how technological developments have facilitated widespread

access to issuer information. See also supra note 37.

now required to be filed on EDGAR, EDGAR availability and electronic delivery now serve as

functional substitutes.

Third, the proposed amendments may impose costs for shareholders in the merger and

business combination context. Shareholders voting on a merger or business combination

registered on a Form S-4 or Form F-4 registration statement may have less time to review

financial statements and other information about the registrant and the company being acquired

that is incorporated by reference into the form. The magnitude of this cost would depend on the

extent to which shareholders are able to access incorporated documents on EDGAR, or request

and receive incorporated documents from the registrant, promptly and the complexity of the

information incorporated by reference in a given transaction.

3. Benefits and Costs of Proposed Elimination of Requirement to Submit

Notice of Exempt Solicitation

As described in section II.C, the proposed amendments would rescind Rule 14a-6(g),

eliminating the requirement for large shareholders to submit Notices of Exempt Solicitation on

EDGAR.

The proposed amendments would create benefits for large shareholders by reducing

compliance burdens. Such large shareholders would no longer need to submit their exempt

written soliciting material on EDGAR. Large shareholders would also no longer need to

determine whether they beneficially own securities with a market value over $5 million or

whether their exempt solicitations are already public. Based on the most recent number of

Notices of Exempt Solicitation submissions, we assume that the average number of submissions

that would be made on an annual basis under Rule 14a-6(g) absent the proposed amendments is

286. 117 This number includes both mandatory and voluntary submissions, and we include both in

our estimate of aggregate compliance cost savings. As discussed in section II.C and the

introductory part of section IV, the vast majority of Notice of Exempt Solicitation submissions

appear to have been voluntary. 118 While voluntary filers choose to incur compliance costs

because they believe the benefits of submitting justify those costs, they nonetheless incur a cost.

We estimate that the aggregate annual compliance cost savings from eliminating the

requirement to submit Notices of Exempt Solicitation is approximately $280,000. 119 Given the

vast majority of current submissions appear to have been voluntary, and because the Division of

Corporation Finance updated its guidance in January 2026 to state that staff will object to

voluntary submissions of Notices of Exempt Solicitation, 120 the actual cost savings attributable

to the proposed rescission may be lower than this estimate. To the extent that the total number of

Notices of Exempt Solicitation submissions is lower than the assumed 286, the aggregate annual

compliance cost savings from eliminating the requirement could be correspondingly lower than

this estimate.

The proposed amendments would also reduce costs for registrants to the extent that

registrants currently expend resources responding to exempt solicitations and informing

117

See infra note 174. The 286 is the number of these submissions in 2025.

118

Approximately 80% of these submissions in 2025 were made voluntarily by filers who disclosed that they

beneficially owned $5 million or less of the class of subject securities and therefore were not subject to the

mandatory submission requirement under Rule 14a-6(g). See supra note 42.

119

See infra section IV.B.7 for information about the aggregate monetized benefits of the proposed elimination of

requirements to submit Notices of Exempt Solicitation.

120

See supra note 48; supra section II.C.2 for a discussion about the Division of Corporation Finance updated

guidance related to Notice of Exempt Solicitations. Approximately five voluntary notices have been submitted

after the issuance of the guidance.

shareholders of their views on issues raised in those solicitations. 121 However, to the extent that

shareholders conducting exempt solicitations continue to broadcast their solicitation information

outside EDGAR following the rescission of Rule 14a-6(g), this benefit would be largely offset,

as registrants would continue to bear the cost of responding to publicly available solicitation

information regardless of its source.

The proposed rulemaking may also generate some benefits for non-soliciting investors.

The removal of Notices of Exempt Solicitations from registrants’ EDGAR pages may simplify

these pages and make it easier for investors to identify and access registrants’ required filings

and mandatory filings by third parties. The magnitude of this benefit would depend on the extent

to which the current volume of Notice of Exempt Solicitation submissions impedes investors’

ability to navigate registrants’ EDGAR pages efficiently and the extent to which investors use

EDGAR search functions to navigate to registrants’ required filings and mandatory filings by

third parties. 122

We expect that the proposed elimination of the requirement for large shareholders to

submit a Notice of Exempt Solicitation would generate certain costs for both shareholders and

registrants. Regarding shareholders, it would remove a cost-efficient vehicle for large

shareholders to inform other shareholders about their exempt solicitations on issues up for a vote

or other areas of concern they have related to the registrant. This cost is most directly applicable

to large shareholders who beneficially own more than $5 million of a registrant’s securities and

who conduct non-public written exempt solicitations—the population of filers for whom Rule

121

Registrants are not obligated to respond to exempt solicitations, but may choose to do so for various reasons,

including to rebut perceived misinformation, shape the narrative on contentious issues, influence shareholder

voting outcomes, and demonstrate proactive shareholder engagement.

122

See supra note 42 for statistics about the volume of voluntary Notice of Exempt Solicitation submissions.

14a-6(g) was originally designed. 123 The rescission of Rule 14a-6(g) would eliminate a

convenient and low-cost communication channel on EDGAR, though such filers would retain

access to alternative channels including third-party websites, press releases, direct outreach to

other shareholders and management, and independent proxy solicitations. 124

In addition, to the extent that the information provided in the form is credible and useful

to shareholders’ voting and investment decisions, eliminating the form would have some cost to

investors. For example, one study 125 finds a positive average stock price reaction upon

PX14A6G submission when this communication is first made public, which is consistent with

investors obtaining value-relevant information from the submissions. The study also finds that

most PX14A6G submissions are viewed by investment banks and a leading financial information

platform, 126 and that the number of downloads of PX14A6G submissions is comparable to the

number of downloads of proxy statements, suggesting that the submissions are used by a range

of market participants. 127

123

As discussed in section II.C and the introductory part of section IV, the vast majority of current Notice of

Exempt Solicitation submissions appear to have been voluntary—either made by shareholders who do not meet

the $5 million threshold or who are submitting information that is already publicly available. However, since

the Division of Corporation Finance updated its guidance in January 2026 to state that staff will object to

voluntary submissions of Notices of Exempt Solicitation, the cost of removing a cost-efficient vehicle for

generating publicity would be mainly applicable to large shareholders. See supra note 48.

124

Following the elimination of Notices of Exempt Solicitation, shareholders may choose to notify other

shareholders of their exempt solicitations through third-party websites that list and provide access to such

materials. See supra note 49 for information about third-party websites through which shareholders can submit

exempt solicitations. See, e.g., As You Sow, Proxy Open Exchange, https://proxyopenexchange.org (showing

that from April 21, 2026, to May 27, 2026, a total of 126 exempt solicitations were submitted by 33 filers); see

supra section IV.A.2 for information about statistics of Notice of Exempt Solicitation submissions on EDGAR.

125

See Bhattarai study supra note 77.

126

Id. The study shows that, between 2003 and 2016, exempt solicitation submissions received an average of

580.28 views within the first five trading days of the exempt solicitation submission date, 76.2% of which are

viewed by investment banks or Bloomberg.

127

See id. (showing that between 2012 and 2016 the average Exempt Solicitation downloads increased to 858); see

also Peter Iliev et al., Investors’ Attention to Corporate Governance, 34 Rev. Fin. Stud. 5581 (2021), available

at https://academic.oup.com/rfs/article/34/12/5581/6124373?guestAccessKey= (showing that on average, a

firm’s proxy statement is viewed 659 times).

Registrants may bear costs as a result of the proposed rulemaking because they may lose

access to useful information on exempt solicitations. If the filings of exempt written soliciting

materials on EDGAR offer valuable information and provide a cost-effective means for

management to gather perspectives of multiple shareholders on various decisions and, based on

this information, formulate responses to such views, the elimination of these filings would

impede management’s ability to timely access such information. The magnitude of this cost

depends on the degree to which EDGAR submissions provide registrants with information that

would not otherwise be available through alternative channels. As noted in section IV.A.1, the

Commission lacks data on the extent to which registrants currently rely on EDGAR submissions,

rather than on other channels such as press releases and public announcements, to learn of

exempt solicitations.

4. Benefits and Costs of Proposed Shortening of Minimum Broker Search

Period

As described in section II.D, the proposed amendment would shorten the minimum

broker search period under Rule 14a-13 from 20 business days to five business days.

The shortening of the minimum period would create certain benefits for registrants and

their counterparties. It would reduce the risk of external issues (such as market volatility or

regulatory changes) arising during the search period that could be costly to the registrant and its

counterparties. For example, in votes on mergers, negative market movement could depress the

offer price or a new bidder could emerge during the broker search period, thereby increasing

uncertainty surrounding whether and when the transaction will be completed. Similar issues may

also arise in the context of contested director elections or other proxy contests. By shortening the

broker search period, the proposed amendment could mitigate such costs. 128 In the case of broker

search periods for special meetings, Rule 14a-13 provides: “If such inquiry is impracticable 20

business days prior to the record date of a special meeting, as many days before the record date

of such meeting as is practicable.” 129 To the extent that matters susceptible to heightened

external risk are voted on at special meetings, and to the extent that registrants currently rely on

this provision to shorten the number of days between the broker search and the meeting, the

associated baseline costs discussed above are already mitigated under the existing rule

framework. Consequently, the proposed amendment would generate limited incremental benefits

in this context. 130

In addition, the proposed shortening of the broker search period could generate benefits

for various investors by reducing the window during which non-public information about an

upcoming shareholder meeting record date may be obtained and traded upon by certain market

participants. Academic research provides evidence of informational leakages from brokers to

certain clients, enabling those clients to obtain advance access to information ahead of public

disclosure. 131 By shortening the broker search period, the proposed amendment would reduce the

period during which such leakage can occur. To the extent that such informational advantages

128

As noted in section IV.A.1.a, and discussed further section IV.D.5, the existing seven-business-day response

periods for brokers, dealers, and banks under Rules 14b-1 and 14b-2 exceed the proposed five-business-day

minimum broker search period. If intermediaries were to respond within the maximum time currently permitted,

registrants would not receive responses before the record date when conducting a broker search at the proposed

five-business-day minimum, which could limit the practical utility of the shortened period for some registrants

and their counterparties.

129

Rule 14a-13(a)(3)(i).

130

See supra note 51 for a discussion about the practice if the inquiry 20 business-days prior to the record date of a

special meeting is impracticable.

131

See Marco Di Maggio et al., The Relevance of Broker Networks for Information Diffusion in the Stock Market,

134 J. Fin. Econ. 419 (2019) (finding that the “best clients” of the broker used by a filer, i.e., those generating a

large share of the broker’s business, buy more of the target stock than other institutional investors in the 10 days

prior to a Schedule 13D filing).

erode investor confidence in the fairness of the market, 132 reducing the window for information

leakage could improve perceptions of market fairness, with potential benefits for market

participation and liquidity. Given, however, that registrants may voluntarily disclose record dates

in advance of the broker search period, though the staff’s experience suggests this is rarely done

in practice, the window during which non-public information may be obtained and traded upon

could be extended, partially offsetting this benefit. The potential effects on capital formation are

discussed further in section IV.C.3. The Commission lacks data with which to quantify the

benefits described in this paragraph and the preceding paragraph. The magnitude of these

benefits would depend on the frequency and nature of transactions and other corporate actions

subject to the current minimum period, the magnitude of transaction delays and associated costs

attributable to the current 20-business-day period, the extent to which registrants voluntarily

disclose record dates in advance of broker search, and the extent to which information leakage

currently occurs during the broker search period.

The proposed amendment may also reduce opportunities for “empty voting.” Under the

current framework, the 20-business-day broker search period creates a window during which

some market participants may learn of an upcoming record date and borrow shares before that

date, thereby acquiring voting rights while bearing little or no economic exposure to the

registrant. This decoupling of voting rights from economic ownership may cause voting

outcomes to reflect the preferences of parties without a substantial economic interest in the

132

See, e.g., Luigi Guiso et al., Trusting the Stock Market, 63 J. Fin. 2557 (2008).

registrant. 133 One study suggests that voting rights are actively traded around record dates, and

that such trading can affect corporate governance outcomes. 134

Reducing the minimum broker search period from 20 to five business days would shorten

the interval during which market participants may learn of a record date before public disclosure.

This could reduce opportunities to borrow shares strategically to acquire voting rights and

improve the alignment between voting outcomes and the preferences of shareholders with a

substantive economic interest in the registrant. However, the magnitude of this benefit is

uncertain. Empirical evidence on the prevalence and economic significance of empty voting is

mixed, and some studies suggest that, although institutional investors have the ability to engage

in the practice, they may not do so frequently. 135 Given the mixed empirical evidence, we view

reduced empty voting as a potential benefit of the proposed amendment, though its magnitude is

uncertain.

Reducing the minimum broker search period from 20 to five business days could also

impose costs on share lenders that seek to recall loaned shares in order to vote. 136 One study

133

See, e.g., Henry T. C. Hu and Bernard Black, The New Vote Buying: Empty Voting and Hidden (Morphable)

Ownership, 79 S. Cal. L. Rev. 811 (2006); Henry T. C. Hu and Bernard Black, Hedge Funds, Insiders, and the

Decoupling of Economic and Voting Ownership: Empty Voting and Hidden (Morphable) Ownership, 13 J.

Corp. Fin. 343 (2007); Alon Brav and Richmond D. Matthews, Empty Voting and the Efficiency of Corporate

Governance, 99 J. Fin. Econ. 289 (2011).

134

See Susan E.K. Christoffersen et. al., Vote Trading and Information Aggregation, 62 J. Fin. 2897 (2007)

(documenting that voting rights are actively traded around record dates, with share lending markets serving as a

mechanism through which voting rights can be separated from economic ownership).

135

Reena Aggarwal, Pedro A. C. Saffi and Jason Sturgess, The Role of Institutional Investors in Voting: Evidence

from the Securities Lending Market, 70 J. Fin. 2309 (2015) (“Aggarwal study”) (finding that while institutional

investors in the securities lending market have the capacity to engage in empty voting, most institutional lenders

prefer to recall lent shares around record dates to reclaim voting rights rather than maintain lending income,

suggesting that empty voting may not be pervasive in practice).

136

See Haoyi (Leslie) Luo and Zijin (Vivian) Xu, Long-term Value Versus Short-term Profits: When do Index

Funds Recall Loaned Shares for Voting?, 32 Corp. Governance: Int’l Rev. (2024), available at

https://onlinelibrary.wiley.com/doi/10.1111/corg.12576; see also Council of Institutional Investors, Securities

Lending: Everything You Ever Wanted to Know but Were Afraid to Ask (2011), available at

https://www.cii.org/files/publications/governance_basics/Primer_Securities_Lending_JUL2011.pdf.

suggests that institutional lenders, including pension funds and mutual funds, 137 value voting

rights and may restrict lending or recall shares around important record dates. 138 Under the

current rule, a lender that learns of a record date through the broker search process may have up

to 20 business days to initiate and complete a recall. Reducing the minimum period to five

business days would provide less time, 139 limiting the lender’s flexibility and increasing the

possibility that the shares are not returned before the record date.

Borrowers could also face higher costs because they would have less time to obtain

replacement financing or purchase shares to satisfy a recall. These costs may be limited because

the current T+1 settlement cycle generally provides time to complete a recall before the record

date, and borrowers would likely still have ample time to borrow or purchase the shares without

substantial market impact. The costs to share lenders and borrowers may also be mitigated when

registrants publicly disclose record dates before beginning the broker search or voluntarily

conduct the broker search more than five business days before the record date. We cannot

estimate the magnitude of these effects, which would depend on registrants’ disclosure and

broker search practices, the frequency of share recalls, and the time borrowers require to obtain

replacement shares.

137

For mutual funds, this behavior may reflect fiduciary and regulatory obligations to vote client proxies, rather

than an independent preference for exercising voting rights. See, e.g., 17 CFR 275.206(4)-6 (requiring

registered investment advisers, including mutual fund advisers, to adopt and implement policies and procedures

reasonably designed to ensure that client securities are voted in the best interests of clients) and 17 CFR

270.30b1-4 (requiring registered investment companies to file their complete proxy voting record annually on

Form N-PX).

138

In addition, the study finds that lenders of shares place a higher value on their vote than borrowers of shares,

which suggests that they would try to recall shares for important meetings. See Aggarwal study supra note 135.

139

The Aggarwal study shows that the average and median durations that loans remain outstanding are 16 days and

one day, respectively. Most loans have no fixed maturity and are simply renewed each day on an open-ended

basis. See id.

The proposed rulemaking may also impose costs on shareholders seeking to accumulate

shares or voting support before a shareholder meeting. By shortening the period between the

broker search and the record date, the amendment could leave shareholders who learn of the

record date through that process less time to accumulate shares, recall loaned shares, or

coordinate with other investors. 140 This could increase the cost of shareholder campaigns and, at

the margin, reduce the frequency or likelihood of success. These constraints could also affect

other investors to the extent shareholder campaigns affect firm value or governance outcomes

that are relevant to them. 141

However, as discussed in section II.D, the current broker search process is non-public and

dissident shareholders that learn of a record date through that process may have an informational

advantage over other investors. Shortening the period during which they can act on that

information could therefore reduce informational asymmetry, so a cost to dissident shareholders

may also represent a benefit to other market participants. The Commission lacks data to quantify

these effects or related costs to share lenders and borrowers discussed above. Their magnitude

would depend on the time borrowers need to purchase or borrow shares to satisfy recalls without

materially increasing transaction costs and the extent to which dissident shareholders currently

rely on advance knowledge of record dates to accumulate shares or coordinate their activities.

140

See supra section II.D.2 for a discussion about how shortening the broker search period may impact market

participants.

141

See, e.g., Alon Brav et al., Governance by Persuasion: Hedge Fund Activism and Market-Based Shareholder

Influence, Oxf. Rsch. Encyc. Econ. & Fin. (2022); Rui Albuquerque et al., Value Creation in Shareholder

Activism, 145 J. Fin. Econ. 153 (2022); Robin Greenwood and Michael Schor, Investor Activism and Takeovers,

92 J. Fin. Econ. 362 (2009); Nicole Boyson et al., Activism Mergers, 126 J. Fin. Econ. 54 (2017); Edward

Swanson et al., Are All Activists Created Equal? The Effect of Interventions by Hedge Funds and Other Private

Activists on Long-Term Shareholder Value, 72 J. Corp. Fin. 102144 (2022); Nicole M. Boyson and Robert M.

Mooradian, Corporate Governance and Hedge Fund Activism, 14 Rev. Derivatives Rsch. (2011); Alon Brav et

al., The Real Effects of Hedge Fund Activism: Productivity, Asset Allocation, and Labor Outcomes, 28 Rev. Fin.

Stud. 2723 (2015); Nickolay Gantchev et al., Activism and Empire Building, 138 J. Fin. Econ. 526 (2020).

We do not expect the proposed amendment to impose additional costs on registrants by

leaving insufficient time to complete the broker search. As discussed in section II.D and section

IV.A, technological advancements, in particular the widespread adoption of the internet and

related digital communication tools and the common use of proxy-service providers to conduct

broker searches electronically, have substantially accelerated the broker search process. The

Commission understands that the broker searches can now often be completed within three days,

which is shorter than the proposed five-business-day minimum. 142

5. Benefits and Costs of the Proposal to Require Contact Information on

Proxy Statement and Information Statement Cover Pages

As described in section II.E, the proposed amendment would require the cover pages of

Schedule 14A and Schedule 14C to identify a representative who can respond to questions or

comments regarding the filing and provide that representative’s name, address, and telephone

number. Unlike most of the other proposed amendments discussed in section IV.B, this proposed

amendment would impose a new compliance requirement on registrants.

The proposed requirement would generate two categories of benefit. First, it could

facilitate communication between Commission staff and filers and allow staff inquiries to be

resolved more quickly. Currently, the cover pages of Schedule 14A and Schedule 14C do not

require the identification of a specific contact representative, which may require staff to identify

appropriate contacts through other means. To the extent delays in resolving staff inquiries

impose costs on registrants, including by potentially delaying the staff’s review and comment

142

See supra section IV.A and II.D.2 for information about how technological advancements have facilitated the

broker search process.

process for a filing or the scheduling of a shareholder meeting, the proposed requirement could

reduce those costs.

Second, publicly identifying an appropriate contact could also make it easier for

shareholders to direct questions to the filer. The magnitude of this benefit would depend on how

readily shareholders can already obtain suitable information from other sources, including the

contact information already required in registration statements and tender offer statements filed

with the Commission. 143 To the extent that contact information for registrants is already widely

available through investor-relations websites and other sources, the incremental benefit to

shareholders from the proposed requirement may be modest.

We estimate that adding a representative’s contact information on the cover page of

Schedule 14A and Schedule 14C would generate a compliance cost of approximately $63 per

filing for approximately 6,111 Schedule 14A and Schedule 14C filings annually, 144 resulting in

aggregate annual costs of approximately $380,000. 145

Public disclosure of a representative’s name, address, and telephone number on the cover

page of Schedule 14A and Schedule 14C may generate ancillary costs for some registrants,

including the cost of responding to unsolicited communications. These costs would likely vary

with the registrant’s size and the volume of communications received. The Commission invites

commenters to provide data on these ancillary costs.

143

We estimate that complying with the proposed requirement to provide contact information on the cover page of

every proxy and information statement would increase the compliance cost by $62.50 per filing. See infra

section IV.B.7 for information about monetized compliance cost of adding contact information of a

representative on cover pages of proxy statement and information statement.

144

The 6,111 filings comprise 5,757 Schedule 14A filings and 354 Schedule 14C filings, as reported in Economic

Analysis Table 2. The $62.50 per filing figure comes from section V) specifically from PRA Table 1 (0.10

burden hours increase per response) and the supporting calculations in PRA Table 2, using a $625 per hour

figure as the blended hourly rate.

145

See infra Economic Analysis Table 2 for more information about aggregate annual monetized cost.

6. Other Commission Proposals

In the Rule 14a-8 Proposal, the Commission has proposed to rescind Rule 14a-8 in its

entirety and to amend Rule 14a-4(c). If adopted as proposed, the Federal proxy rules would (i) no

longer require companies to include in their proxy materials shareholder proposals that satisfy

certain procedural and substantive requirements established under Federal law, (ii) companies

would be provided with greater flexibility to seek discretionary voting authority from

shareholders, and shareholders would be provided with greater control over when the company

may exercise that authority with respect to their individual shares. The Rule 14a-8 Proposal, if

adopted as proposed, could result in an increase or a decrease in the number of exempt

solicitations and thus an increase or decrease to the benefits and costs discussed in connection

with the proposed amendments to Rule 14a-6.

The proposed rescission of Rule 14a-8 in conjunction with the proposed amendments to

Rule 14a-4(c) could reduce the number of shareholder proposals that companies include in their

proxy materials. On one hand, exempt solicitations would remain available as an alternative to

the Rule 14a-8 submission process, and thus shareholders may elect to use exempt solicitations

for shareholder engagement. 146 To the extent that shareholders would use exempt solicitations as

an alternative to Rule 14a-8 submissions, rescinding Rule 14a-8 in conjunction with the proposed

amendments to Rule 14a-4(c) may increase the number of Notices of Exempt Solicitation

submitted, thereby increasing the benefits and costs discussed in connection with the proposed

amendments to Rule 14a-6(g). 147

146

See Rule 14a-8 Proposal at section IV.D.1.b.i.

147

See supra section IV.A.1.b for information about the Commission’s proposal to rescind Rule 14a-8.

On the other hand, some Notices of Exempt Solicitation are submitted in conjunction

with the submission of shareholder proposals. 148 To the extent that the proposed rescission of

Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) could reduce the

number of shareholder proposals that are submitted, the Rule 14a-8 Proposal would reduce the

number of Notices of Exempt Solicitation submitted, thereby diminishing the costs and benefits

stemming from the proposed amendments to Rule 14a-6(g). 149 The net effect of the proposed

rescission of Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) on the

volume of Notices of Exempt Solicitation activity is therefore uncertain and depends on the

relative magnitudes of these substitution and complementarity effects, which the available data

do not allow us to quantify with confidence.

In addition, as discussed in section IV.B.4, shortening the broker search period could

leave shareholders who learn of the record date through that process less time to accumulate

shares, recall loaned shares, or coordinate with other investors. This could increase the cost of

shareholder campaigns and, at the margin, reduce the frequency or likelihood of success. To the

extent that the proposed amendments to Rule 14a-4(c) independently reduce the expected

probability of success of proposals submitted outside of Rule 14a-8, the proposed amendment to

Rule 14a-13 could compound that effect, further reducing the frequency or likelihood of success

of shareholder campaigns. These constraints could also affect other investors to the extent

shareholder campaigns affect firm value or governance outcomes that are relevant to them.

148

See e.g., Bhattarai study supra note 77.

149

See also note 77 for information about how exempt solicitations may be related to shareholder proposals.

7. Aggregate Monetized Benefits and Costs

Throughout this economic analysis, we have estimated monetized benefits and costs per

filing and submission. In this section, we present aggregate measures of these monetized effects.

These totals include only benefits and costs that are monetized in the economic analysis and thus

do not encompass all of the proposed amendments’ benefits and costs.

a. Annual Monetized Benefits and Costs

Economic Analysis Tables 1 and 2 report the benefits and costs, respectively, that are

monetized in this economic analysis, aggregated across all affected entities and instances of

filing and submission each year. We are only able to quantify the direct benefits and costs of the

rule that are due to the compliance cost savings and increases, respectively. To aggregate these

monetized effects we use estimates of the number of affected filings and burdens under the

Paperwork Reduction Act of 1995 150 (the “PRA”) in section V. As a caveat, these are averages,

and individual registrants’ costs and benefits may differ, depending on their current status and

relief already available to them, the extent to which they elect to avail themselves of the

proposed compliance accommodation, and their existing compliance and reporting practices and

service providers and costs associated with them.

We estimate that the total aggregate annual monetized benefit is approximately $7.7

million and the total aggregate annual monetized cost is approximately $450,000. We discuss

these estimates further in sections IV.B.1, IV.B.3, and IV.B.5.

Economic Analysis Table 1. Aggregate Annual Monetized Benefits (2026 Dollars)

150

44 U.S.C. 3501 et seq.

Proposed

Amendment

Decrease

Affected

Burden

Collection

Hour

per

Information

Unita

Hourly

Rate

External

Cost per

Unitd

Unitse

Initial

Cost

Savings

(A)

(B)

(C)

(D)

(E)

(F) =

((((A)x(B))+(C))x(D))

+(E)

1.50

$462b

$300

286

$283,998

1.50

$625c

$300

2,812

$3,479,850

1.50

$625

$300

$35,887

Ongoing Annual

Cost Savings

Rescind Notice

of Exempt

Solicitation

Schedule

14A

Substitute Form

10-K for Annual

Report to

Security Holders

Schedule

14A

Substitute Form

10-K for Annual

Report to

Security Holders

Schedule

14C

Eliminate Stock

Performance

Graph

Schedule

14A

$625

3,125

$3,906,250

Eliminate Stock

Performance

Graph

Schedule

14C

$625

$40,000

Total

$7,745,985

See section V, PRA Table 1, column “Estimated Effect.”

The rate of $462 per hour is a blended hourly rate of our current estimate of the hourly rate for each of four occupations:

lawyers ($774), paralegals and legal assistants ($281), general and operations managers ($656), and general office clerks ($142).

This blended hourly rate assumes that lawyers will account for 30 percent of the time spent on compliance activities; paralegals

and legal assistants, 20 percent; general and operations managers, 20 percent; and general office clerks, 30 percent. We expect

that the types of individuals, the rates for those individuals, and the proportion of each individual’s contributions would vary

among respondents and could differ depending on which specific information collection a respondent is completing.

Nonetheless, for purposes of this economic analysis, we believe the $462 per hour rate is a reasonable estimate of the hourly

cost of completing the required information collection. To calculate the occupational hourly rates used in this release, the

Commission uses the May 2025 occupational mean hourly wage data from the Occupational Employment and Wage Statistics

(OEWS) program of the Bureau of Labor Statistics (BLS) for “Securities, Commodity Contracts, and Other Financial

Investments and Related Activities” (NAICS 523). See Occupational Employment and Wage Statistics, U.S. Bureau of Labor

Statistics, available at https://www.bls.gov/oes/; see also Standard Occupational Classification, U.S. Bureau of Labor Statistics,

available at https://www.bls.gov/soc/ (describing occupational classification system used by BLS); Exec. Off. of the President,

Off. of Mgmt. & Budget, North American Industry Classification System (2022), available at

https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf (describing the industry classification system

used by BLS and other agencies). The mean hourly wage for each occupation is multiplied by an employment cost index (ECI)

factor of 1.0227, calculated as one plus the percentage change in the seasonally adjusted ECI for wages and salaries of private

industry workers from the second quarter of 2025 (ECI=173.563), which contains the May 2025 OEWS reference period, to the

first quarter of 2026 (ECI=177.498), which is the date of the most recently available ECI observations when the occupational

hourly rates used in this release were calculated. See Employment Cost Index, U.S. Bureau of Labor Statistics, Seasonal Data

2001-Present, available at https://www.bls.gov/eci/tables.htm. The adjusted mean hourly wage is then multiplied by a nonwage

cost adjustment factor of 5.734, which accounts for nonwage costs borne by employers, such as bonuses, benefits, and overhead.

This factor is calculated as the average over 2016–2025, of the ratio of the Bureau of Economic Analysis’s gross output for

NAICS 523 to total wages across all occupations for NAICS 523 in the OEWS data. See Gross Output by Industry, U.S. Bureau

of Economic Analysis, available at https://www.bea.gov/data/industries/gross-output-by-industry; Occupational Employment

and Wage Statistics, U.S. Bureau of Labor Statistics, available at https://www.bls.gov/oes/. For example, the $774 occupational

hourly rate for lawyers is calculated as $131.91 × 1.0227 × 5.734, or approximately $774 (where $131.91 is the May 2025 mean

hourly wage for lawyers in NAICS 523). The final product is the occupational hourly rate. See generally Updated Methodology

for Calculating Occupational Hourly Rates (Dec. 19, 2025), available at https://www.sec.gov/files/method-occupational-hourlyrates.pdf. See also the public memo on the monetization methodology, section 2.4, “Use of Occupational Hourly Rates for

Monetizing Internal and External Burdens,” available at https://www.sec.gov/files/method-occupational-hourly-rates.pdf.

The rate of $625 per hour is a blended hourly rate of our current estimate of the hourly rate for each of four occupations:

lawyers ($774), accountants and auditors ($330), financial managers ($730), and general and operations managers ($656). This

blended hourly rate assumes that lawyers will account for 50 percent of the time spent on compliance activities; accountants and

auditors, 30 percent; financial managers, 10 percent; and general and operations managers, 10 percent. We expect that the types

of individuals, the rates for those individuals, and the proportion of each individual’s contributions would vary among

registrants and could differ depending on which specific form a registrant is completing. Nonetheless, for purposes of this

economic analysis, we believe the $625 per hour rate is a reasonable estimate of the hourly cost of completing the required

forms. For additional information on the methodology used to calculate this rate, please see the explanation above in footnote b.

See infra notes 174, 175, and 176.

See supra notes 98, 106, and 117.

Economic Analysis Table 2. Aggregate Annual Monetized Costs (2026 Dollars)

Burden

Hours per

Unita

Hourly

Rateb

External

Cost per

Unit

Unitsc

Initial

Cost

(A)

(B)

(C)

(D)

(E)

(F) =

((((A)x(B))+(C))x(D))

+(E)

Add Contact

Information

Schedule 14A

0.10

$625

5,757

$359,813

Add Contact

Information

Schedule 14C

0.10

$625

354

$22,125

Cost of Moving

Stock

Performance

Graph to Form

10-K ford

Investment

Companies

$625

$63,750

Proposed

Amendment

Total

Ongoing Annual Cost

$445,688

See section V, PRA Table 1, column “Estimated Effect.”

See note c to Economic Analysis Table 1.

See supra notes 107 and 144.

See supra note 107. The staff understands that the cost estimation does not present an additional cost to BDCs

because they currently but would no longer incur the same cost by disclosing a stock performance graph in an

annual report to security holders. The proposed amendments would shift this cost from being incurred when

preparing an annual report to security holders to when preparing a Form 10-K. See infra note 179.

b. Present Values and Annualized Values of Monetized Benefits and

Costs

Consistent with the requirements of Executive Order 12866, the Commission reports

estimated total monetized benefits and costs for all affected entities in two additional ways

specified in OMB Circular A-4. 151 The two presentations are intended to address the fact that the

various benefits and costs of the proposed amendments would not accrue at the same point in

time; rather, benefits and costs that accrue sooner are generally more valuable than those that

occur later in time. 152 We report (1) the present values of expected benefits and costs that are

monetized in our Economic Analysis, aggregated across all affected entities, over a 10-year time

horizon, starting in 2026, as well as (2) the annualized values over the same time horizon that are

derived from the present values. This time horizon represents the period over which the principal

benefits and costs that are monetized in the Economic Analysis are expected to accrue. 153 The

present values and annualized values account for the timing of benefits and costs through

151

See E.O. 12866 (Sept. 30, 1993), 58 FR 51735, 51741 (Oct. 4, 1993) (requiring agencies to provide an analysis

of benefits, costs, and regulatory alternatives to OIRA for significant regulatory actions); OMB, CIRCULAR A-4,

at 31-34, 45 (Sept. 17, 2003) (providing guidance to agencies regarding compliance with E.O. 12866); see also

E.O. 14215 (Feb. 18, 2025), 90 FR 10447, 10448 (Feb. 24, 2025) (requiring all Federal agencies, including the

Securities and Exchange Commission, to comply with E.O. 12866). In addition, E.O. 14192 requires agencies to

provide their best approximation of the total costs or savings associated with each new regulation or repealed

regulation consistent with the analyses required by E.O. 12866. See E.O. 14192 (Jan. 31, 2025), 90 FR 9065,

9066 (Feb. 6, 2025).

152

See CIRCULAR A-4, at 32.

153

See id. at 31 (stating that “[t]he ending point should be far enough in the future to encompass all the significant

benefits and costs likely to result from the rule”). For the purposes of this analysis, we assume the effective date

of the proposed amendments, as well as the start year for the analysis’s time horizon, is the present year.

discounting, which is a procedure that accounts for the time value of money. 154 Economic

Analysis Table 3 reports the present values of the aggregate monetized benefits and costs from

Economic Analysis Tables 1 and 2, respectively. The analysis uses annual real discount rates of

three percent and seven percent over a 10-year time horizon, starting in 2026. 155 We estimate that

the present value of total monetized benefits is approximately $67.1 million using a three percent

discount rate and $56.3 million using a seven percent discount rate. We estimate that the present

value of total monetized cost is approximately $3.9 million using a three percent discount rate

and $3.2 million using a seven percent discount rate.

Economic Analysis Table 3. Present Value of Monetized Benefits and Costs

over 10 Years from 2026 to 2035

(2026 Dollars)a

Estimated Effectsb

Real Discount Rate

of 3 Percent

Real Discount Rate

of 7 Percent

Benefits

$67,058,622

$56,276,512

Costs

$3,858,415

$3,238,034

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