# Conformed to Federal Register Version > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A2495b6b1bd645e0c ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text Conformed to Federal Register Version 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. 2 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 1 15 U.S.C. 77a et seq. 2 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 3 Trust Indenture Act of 1939 (the “Trust Indenture Act”) 3 3 Rule 0-11 § 260.0-11 15 U.S.C. 77aaa et seq. 4 I. Table of Contents INTRODUCTION ................................................................................................................. 7 II. DISCUSSION OF PROPOSED AMENDMENTS ............................................................... 8 A. Elimination of Requirement to Deliver Annual Report to Security Holders.................... 8 1. Background ................................................................................................................... 8 2. Proposed Amendments.................................................................................................. 9 B. Elimination of Delivery Deadline When Documents Are Incorporated By Reference Into the Proxy Statement ................................................................................................ 15 1. Background ................................................................................................................. 15 2. Proposed Amendments................................................................................................ 16 C. Elimination of Requirement to Submit Notice of Exempt Solicitation .......................... 17 1. Background ................................................................................................................. 17 2. Proposed Amendments................................................................................................ 18 D. Shortening the Minimum Broker Search Period ............................................................ 23 1. Background ................................................................................................................. 23 2. Proposed Amendments................................................................................................ 24 E. Requiring Contact Information on Proxy Statement and Information Statement Cover Pages and Other Technical Proposed Amendments ....................................................... 28 F. General Request for Comment ....................................................................................... 32 III. OTHER MATTERS............................................................................................................. 32 IV. ECONOMIC ANALYSIS ................................................................................................... 33 A. Economic Baseline ......................................................................................................... 36 1. Regulatory Baseline .................................................................................................... 36 2. Affected Entities.......................................................................................................... 40 B. Economic Effects of Individual Provisions .................................................................... 43 1. Benefits and Costs of the Proposed Elimination of Requirement to Deliver Annual Report to Security Holders .......................................................................................... 43 2. Benefits and Costs of the Proposed Elimination of the Delivery Deadline When Documents Are Incorporated by Reference Into the Proxy Statement ....................... 49 3. Benefits and Costs of Proposed Elimination of Requirement to Submit Notice of Exempt Solicitation ..................................................................................................... 52 4. Benefits and Costs of Proposed Shortening of Minimum Broker Search Period ....... 56 5. Benefits and Costs of the Proposal to Require Contact Information on Proxy Statement and Information Statement Cover Pages .................................................... 62 6. Other Commission Proposals ...................................................................................... 64 7. Aggregate Monetized Benefits and Costs ................................................................... 66 5 C. Effects on Efficiency, Competition, and Capital Formation .......................................... 72 1. Effects on Efficiency ................................................................................................... 72 2. Effects on Competition ............................................................................................... 75 3. Effects on Capital Formation ...................................................................................... 77 D. Reasonable Alternatives ................................................................................................. 79 1. Reduce Rather than Eliminate the Minimum Period for Proxy Statements Incorporating Documents by Reference...................................................................... 79 2. Disallow Only Voluntary Filing of Notices of Exempt Solicitation ........................... 80 3. Treat Notices of Exempt Solicitation Similarly to Insider Filings .............................. 81 4. Shorten the Broker Search Period to a Different Number of Days ............................. 82 5. Shorten the Rule 14b-1 and Rule 14b-2 Response Periods in Addition to the Proposed Amendments, and Consider Treating Investment Companies Differently ................. 83 E. V. Request for Comment ..................................................................................................... 86 PAPERWORK REDUCTION ACT .................................................................................... 88 A. Summary of the Collections of Information ................................................................... 88 B. Summary of the Proposed Amendments’ Estimated Effects on the Collections of Information ..................................................................................................................... 89 C. Incremental and Aggregate Burden and Cost Estimates ................................................ 95 D. Request for Comment ..................................................................................................... 99 VI. CONGRESSIONAL REVIEW ACT................................................................................. 100 VII. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS.......................................... 101 A. Initial Regulatory Flexibility Act Analysis................................................................... 101 1. Reasons for, and Objectives of, the Proposed Action ............................................... 101 2. Legal Basis ................................................................................................................ 102 3. Small Entities Subject to the Proposed Amendments ............................................... 102 4. Projected Reporting, Recordkeeping, and Other Compliance Requirements ........... 103 5. Duplicate, Overlapping, or Conflicting Rules........................................................... 104 6. Significant Alternatives ............................................................................................. 104 B. Request for Comment ................................................................................................... 105 STATUTORY AUTHORITY .................................................................................................... 106 6 I. 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. 4 See 17 CFR 240.14a-3(b). 5 See Note D.3 of Schedule 14A, General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4. 6 See 17 CFR 240.14a-6(g). 7 See 17 CFR 240.14a-103. 8 See 17 CFR 240.14a-2(b)(1). 9 See 17 CFR 240.14a-13. 7 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 10 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. 11 See 17 CFR 240.14a-3(b). 12 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)]. 8 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 13 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)]. 14 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. 15 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. 9 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 16 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. 17 See proposed Rule 14a-3(b)(2)(i) – (xi) and (c). 18 See 17 CFR 240.14a-3(b)(1) – (11) and (c). 19 See 17 CFR 240.14a-3(b)(9) (regarding the performance graph). 20 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. 21 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. 10 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 22 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. 23 See Executive Compensation Disclosure, Release No. 33-6962 (Oct. 16, 1992) [57 FR 48126, 48127 (Oct. 21, 1992)]. 24 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)]. 11 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 25 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. 26 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. 27 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. 28 See Instruction 4.g to Item 24 of Form N-2; Item 27A(d)(2) of Form N-1A. 12 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 29 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)]. 30 See current 17 CFR 240.14a-3(c) and proposed Rule 14a-3(c). 13 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? 31 See supra note 10 and associated text. 14 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 32 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). 33 See General Instruction A.2 to Form S-4 and General Instruction A.2 to Form F-4. 34 See Business Combination Transactions; Adoption of Registration Form, Release No. 33-6578 (Apr. 23, 1985) [50 FR 18990, 18992 (May 6, 1985)]. 15 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 35 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. 36 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)]. 37 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)]. 16 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 38 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). 17 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 39 See Regulation of Communications Among Shareholders, Release No. 34-31326 (Oct. 16, 1992) [57 FR 48276, 48278 (Oct. 22, 1992)] (the “1992 Adopting Release”). 40 See 1992 Adopting Release at 48280. 41 1992 Adopting Release. 18 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 42 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. 43 See supra note 42. 44 See supra note 40. 45 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. 19 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. 46 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”). 47 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. 20 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 48 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. 49 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/. 21 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? 22 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 50 Rule 14c-7 includes corresponding requirements for information statements. 51 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). 23 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 52 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). 53 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). 54 See Facilitating Shareholder Communications Provisions, Release No. 34-20021 (July 28, 1983) [48 FR 35082 (Aug. 3, 1983)]. 55 See Facilitating Shareholder Communications, Release No. 34-19291 (Dec. 2, 1982) [47 FR 55491, 55493 (Dec. 10, 1982)]. 56 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)]. 24 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. 57 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”). 58 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.”). 59 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. 25 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 60 See Proxy season alert, supra note 57. For further discussion, see section IV.B.4. 61 See section IV.B.4. 26 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 27 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 62 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. 28 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 63 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. 64 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). 65 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. 66 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. 29 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 30 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 67 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. 31 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. 32 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 68 15 U.S.C. 77b(b). 69 15 U.S.C. 78c(f). 70 15 U.S.C. 78w(a)(2). 33 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 34 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 35 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 71 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”). 36 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 72 See supra note 10. 73 See 17 CFR 240.14a-3(b). 74 See supra note 15. 75 See General Instruction A.2. to Form S-4 and General Instruction A.2. to Form F-4. 37 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 76 17 CFR 240.14a-2(b)(1). 77 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). 78 See supra note 51 for information about inquiries through search cards. 38 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 79 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). 80 See supra note 53. 81 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). 82 See supra section II.B.2 for information about broker search duration. See also supra note 57. 39 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 83 See Rule 14a-8 Proposal. 84 Id. 85 Id. 86 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). 40 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 87 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. 88 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). 89 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. 90 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. 41 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 91 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. 92 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. 93 Bhattarai study supra note 77. 94 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. 42 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 95 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. 96 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. 43 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 97 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). 98 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. 99 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. 44 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. 45 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. 46 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”). 47 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- 48 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. 49 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. 50 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. 51 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 52 286. 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 th [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A2495b6b1bd645e0c. Public record. Not legal advice.