Proxy Solicitation Modernization

Federal RegisterSep 21, 2026

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SECURITIES AND EXCHANGE COMMISSION

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

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

RIN 3235-AN63

Proxy Solicitation Modernization

AGENCY:

Securities and Exchange Commission.

ACTION:

Proposed rule.

SUMMARY:

The Securities and Exchange Commission (“Commission”) is proposing amendments to modernize certain rules related to proxy solicitations. The proposed amendments would, among other things, eliminate the requirement that registrants deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to file soliciting material regarding certain exempt solicitations, and shorten the minimum broker search period for proxy solicitations. The proposed amendments are intended to update our rules to account for developments since their adoption or last amendment and to simplify compliance for registrants.

DATES:

This release was published in the

Federal Register

on September 21, 2026. Comments should be submitted on or before November 20, 2026.

ADDRESSES:

Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (

https://www.sec.gov/comments/s7-2026-33/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/rules-regulations/public-comments/s7-2026-33

). Do not include personally identifiable information in submissions; you should submit only information that you wish to make available publicly. The Commission may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection.

Studies, memoranda, or other substantive items may be added by the Commission or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any such materials will be made available on the Commission's website. To ensure direct electronic receipt of such notifications, sign up through the “Stay Connected” option at

www.sec.gov

to receive notifications by email.

A summary of the proposal of not more than 100 words is posted on the Commission's website (

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

FOR FURTHER INFORMATION CONTACT:

David M. Plattner, Special Counsel, or Blake M. Grady, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, at (202) 551-3440, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

The Commission is proposing to amend the following rules and forms:

15 U.S.C. 77a

et seq.

15 U.S.C. 78a

et seq.

15 U.S.C. 77aaa

et seq.

EP21SE26.057

Table of Contents

I. Introduction

II. Discussion of Proposed Amendments

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

1. Background

2. Proposed Amendments

B. Elimination of Delivery Deadline When Documents Are Incorporated by Reference Into the Proxy Statement

1. Background

2. Proposed Amendments

C. Elimination of Requirement To Submit Notice of Exempt Solicitation

1. Background

2. Proposed Amendments

D. Shortening the Minimum Broker Search Period

1. Background

2. Proposed Amendments

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

F. General Request for Comment

III. Other Matters

IV. Economic Analysis

A. Economic Baseline

1. Regulatory Baseline

2. Affected Entities

B. Economic Effects of Individual Provisions

1. Benefits and Costs of the Proposed Elimination of Requirement To Deliver Annual Report to Security Holders

2. Benefits and Costs of the Proposed Elimination of the Delivery Deadline

When Documents Are Incorporated by Reference Into the Proxy Statement

3. Benefits and Costs of Proposed Elimination of Requirement To Submit Notice of Exempt Solicitation

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

5. Benefits and Costs of the Proposal To Require Contact Information on Proxy Statement and Information Statement Cover Pages

6. Other Commission Proposals

7. Aggregate Monetized Benefits and Costs

C. Effects on Efficiency, Competition, and Capital Formation

1. Effects on Efficiency

2. Effects on Competition

3. Effects on Capital Formation

D. Reasonable Alternatives

1. Reduce Rather Than Eliminate the Minimum Period for Proxy Statements Incorporating Documents by Reference

2. Disallow Only Voluntary Filing of Notices of Exempt Solicitation

3. Treat Notices of Exempt Solicitation Similarly to Insider Filings

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

5. Shorten the Rule 14b-1 and Rule 14b-2 Response Periods in Addition to the Proposed Amendments, and Consider Treating Investment Companies Differently

E. Request for Comment

V. Paperwork Reduction Act

A. Summary of the Collections of Information

B. Summary of the Proposed Amendments' Estimated Effects on the Collections of Information

C. Incremental and Aggregate Burden and Cost Estimates

D. Request for Comment

VI. Congressional Review Act

VII. Initial Regulatory Flexibility Act Analysis

A. Initial Regulatory Flexibility Act Analysis

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

2. Legal Basis

3. Small Entities Subject to the Proposed Amendments

4. Projected Reporting, Recordkeeping, and Other Compliance Requirements

5. Duplicate, Overlapping, or Conflicting Rules

6. Significant Alternatives

B. Request for Comment

Statutory Authority

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;

See

17 CFR 240.14a-3(b).

• Eliminate the requirement to send the proxy statement at least 20 business days before the meeting date if it incorporates information by reference;

See

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

• Eliminate the requirement

to submit a notice

regarding exempt solicitations;

See

17 CFR 240.14a-6(g).

See

17 CFR 240.14a-103.

See

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

• Reduce the minimum broker search period in connection with proxy solicitations from 20 business days to five business days;

See

17 CFR 240.14a-13.

• 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.

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.

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.

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.”

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

The Rule 14a-3(b)-required annual report is different than the annual report on Form 10-K, which is required to be filed with the Commission but is not required to be mailed to shareholders.

See

17 CFR 240.13a-1 (requiring registrants with a class of securities registered under section 12 of the Exchange Act to file an annual report); 17 CFR 240.15d-1 (requiring registrants that have filed a registration statement under the Securities Act of 1933 to file an annual report). Currently, registrants satisfy the Rule 14a-3(b) requirement to deliver an annual report to security holders by delivering (i) a “glossy” annual report, (ii) a “Form 10-K wrap,” discussed below (

see infra

note 14 and related text), or (iii) where the Rule 14a-3(b)-required annual report is prepared on an integrated basis, as permitted under 17 CFR 240.14a-3(d) and General Instruction H to Form 10-K, the Form 10-K. A “glossy” annual report is often printed on high-gloss paper, in a format similar to that of a magazine, and is typically used as a tool to communicate with shareholders and inform their voting decisions.

See

17 CFR 240.14a-3(b).

See Proxy and Stockholder Information Rules,

Release No. 34-8000 (Dec. 5, 1966) [31 FR 15750, 15750 (Dec. 14, 1966)].

See also

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

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)].

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”),

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.

In addition, 17 CFR 240.14a-3(c) and 17 CFR 240.14c-3(b) currently require registrants subject to these rules to electronically submit their annual reports on EDGAR.

In addition, 17 CFR 240.14a-3(b)(8) requires that registrants disclose in the annual report to security holders the identity of “each of the registrant's directors and executive officers, and . . . the principal occupation or employment of each such person and the name and principal business of any organization by which such person is employed.” Similar disclosure is also required by Item 10 of Form 10-K, pursuant to 17 CFR 229.401(a) and (b) (Item 401(a) and (b) of Regulation S-K). However, registrants often do not provide

such disclosure directly in their Forms 10-K. In this respect, General Instruction G.(3) to Form 10-K permits registrants to incorporate by reference the disclosure from the registrant's definitive proxy statement (filed or required to be filed pursuant to Regulation 14A) or definitive information statement (filed or to be filed pursuant to Regulation 14C), which involves the election of directors, if such definitive proxy statement or information statement is filed with the Commission not later than 120 days after the end of the fiscal year covered by the Form 10-K.

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 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.

The proposed content, formatting, and submission requirements

would be largely the same as the current requirements.

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

or that would be available in a different registrant filing.

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.

See

proposed Rule 14a-3(b). In addition, 17 CFR 240.14c-3(a)(1) (“Rule 14c-3(a)(1)”) contains requirements for information statements sent to shareholders from whom proxy authorization or consent is not solicited. Rule 14c-3(a)(1) refers to the requirements in Rule 14a-3(b). Accordingly, the proposed amendments would also apply to such information statements.

See

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

See

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

See

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

See

17 CFR 240.14a-3(b)(4) and (b)(8). We are also proposing related, incidental amendments to other rules, for example to remove references to the annual report to security holders being a document that must be delivered to shareholders.

See

The Reynolds Ctr. for Bus. Journalism,

Business Beats Basics

231 (2024), available at

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

(“[A]nnual proxy statements typically come out 30 to 60 days before the annual meeting and usually after the company has filed its Form 10-K . . . .”); Broadridge,

EDGAR Filing Calendar 2026,

available at

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

In addition, we are proposing to remove, for all registrants other than investment companies, the applicability of Item 201(e) of Regulation S-K, which contains the requirements for the stock performance graph that most

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.”

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.

Comments 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.

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 S-K.

See Executive Compensation Disclosure,

Release No. 33-6962 (Oct. 16, 1992) [57 FR 48126, 48127 (Oct. 21, 1992)].

The Commission has previously proposed to rescind Item 201(e).

See Executive Compensation and Related Party Disclosure,

Release No. 33-8655 (Jan. 27, 2006) [71 FR 6542, 6547 (Feb. 8, 2006)] (stating that “given the widespread availability of stock performance information about companies, industries and indexes through business-related websites 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)].

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/public-comments/cll-15.

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.

While we are proposing to remove the applicability of that item for other registrants, we are proposing to retain it for investment companies.

propose to do so in order to maintain parity with other regulated funds, which are subject to similar performance graph requirements.

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 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.

BDCs are a type of closed-end investment company that is not registered under the Investment Company Act of 1940 (the “Investment Company Act”). Face-amount certificate companies are a type of registered investment company that are engaged or propose to engage in the business of issuing face-amount certificates of the installment type, or that have been engaged in such business and have any such certificate outstanding. In general, other regulated funds are subject to separate reporting requirements under the Investment Company Act and are not affected by the proposed Regulation S-K amendments.

We are proposing to remove current Instruction 7 to Item 201(e) of Regulation S-K, which will have the effect of requiring that the stock performance graph for BDCs and face-amount certificate companies be disclosed directly in the Form 10-K. We are also proposing to revise Instruction 8 to Item 201(e) by adding the last sentence of current Instruction 7 to the end of current Instruction 8. In addition, we propose to correct a citation reference in current Instruction 8 and to renumber current Instruction 8 as Instruction 7. The proposed amendments would maintain the current rule that the stock performance graph is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

See

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

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)].

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.

See

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

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 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.

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?

See supra

note 10 and associated text.

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?

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.”

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).

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.

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.”

See

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

See

Business Combination Transactions; Adoption of Registration Form,

Release No. 33-6578 (Apr. 23, 1985) [50 FR 18990, 18992 (May 6, 1985)].

2. Proposed Amendments

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

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.

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.

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,

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.

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 reports under the Federal securities laws be delivered electronically.

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 20-business-day requirement.

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

See Rulemaking for EDGAR System,

Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628 (Mar. 18, 1993)] (“1993 EDGAR Adopting Release”). This phase-in culminated in all corporate issuers becoming subject to electronic filing requirements in 1996.

See Rulemaking for EDGAR System,

Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752 (Dec. 30, 1994)].

See, e.g., Use of Electronic Media for Delivery Purposes,

No. 33-7233 (Oct. 6, 1995) [60 FR 53458, 53459 (Oct. 13, 1995)] (“1995 Guidance”) (stating that the Commission believes that the use of electronic media should be at least an equal alternative to the use of paper-based media, and accordingly, issuer or third-party information that can be delivered in paper under the Federal securities laws may be delivered in electronic format);

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

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

Use of Electronic Media,

Release No. 33-7856 (Apr. 28, 2000) [65 FR 25843 (May 4, 2000)] (“2000 Guidance”) (1995 Guidance, 1996 Guidance, and 2000 Guidance, collectively “E-Delivery Guidance”);

Electronic Delivery of Information Under the Federal Securities Laws,

Release No. 33-11430 (July 16, 2026) [91 FR 45884 (July 21, 2026)].

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-paper-edelivery.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/2025-11/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).

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 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.”

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.

See Regulation of Communications Among Shareholders,

Release No. 34-31326 (Oct. 16, 1992) [57 FR 48276, 48278 (Oct. 22, 1992)] (the “1992 Adopting Release”).

See

1992 Adopting Release at 48280.

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.

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 and therefore are filing on a voluntary basis,

(ii) such shareholders have alternative means to communicate to other shareholders, and (iii) registrants often are alerted to these solicitations through other means.

1992 Adopting Release.

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.

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.

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.

See supra

note 42.

See supra

note 40.

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.

Further, shareholders often submit multiple Notices 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.

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.

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.

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/introduction-investing/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”).

By eliminating these submissions altogether, the proposed amendments are intended to reduce potential investor confusion

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.

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-6297-4149-b9fc-378577d0b150/UploadedImages/Advocacy/Society_January_30_Letter_to_SEC_Acting_Chair.pdf.

Further, following the elimination of Notices of Exempt Solicitation, shareholders would still be able to notify other shareholders of their exempt solicitations. In January 2026, the Division of Corporation Finance updated its guidance to state that the Commission staff will object to voluntary submissions of Notices of Exempt Solicitation.

In response, market participants have created third-party websites that list and provide access to exempt solicitations.

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.

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-rules-schedules-14a14c.

The staff position discussed here, and any other staff guidance, statements, or positions referenced in this release, represent the views of Commission staff and are not a rule, regulation, or statement of the Commission. The Commission has neither approved nor disapproved the views reflected in these staff positions or the content of these staff statements and, like all staff positions or statements, they have no legal force or effect, do not alter or amend applicable law, and create no new or additional obligations for any person.

For example, Proxy Open Exchange, created by As You Sow, is an “open, community-driven platform that provides shareholders with a public venue to publish exempt solicitations for shareholder proposals.”

See

Proxy Open Exchange,

available at https://proxyopenexchange.org/about;

As You Sow,

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

https://www.asyousow.org/press-releases/2026/4/24/shareholders-launch-proxy-open-exchange-poe-in-response-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-memos-and-exempt-solicitations/.

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 large shareholders currently are generally also made public through means unrelated to the submission of a Notice of Exempt Solicitation on EDGAR.

8. As mentioned above, in January 2026, the Division of Corporation Finance updated its guidance to state that the staff will object to voluntary submissions of Notices of Exempt Solicitation, which has led to a decline in their frequency, potentially addressing some of the concerns discussed above. Accordingly, instead of rescinding the rule, should we amend the rule to prohibit the submission of voluntary Notices of Exempt Solicitation? For example, should shareholders submitting Notices of Exempt Solicitation be required to certify that they own the requisite amount of securities, with the appropriate liability for such a certification, before they are permitted to submit the Notice of Exempt Solicitation on EDGAR?

9. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement, should we consider adjusting the $5 million ownership threshold that triggers the requirement? If so, what ownership threshold should we adopt and why?

10. As an alternative to rescinding the Notice of Exempt Solicitation submission requirement, should we instead create a filter for Notices of Exempt Solicitation on the registrant's EDGAR page such that the page by default would not display Notices of Exempt Solicitation, but the page would provide an option for users to remove the filter? As an alternative to an optional filter on the registrant's EDGAR page, should we omit the notices from the list of filings on the registrant's EDGAR page and instead add a selection for Notices of Exempt Solicitation on the

SEC.gov

EDGAR Full-Text Search page such that users could search specifically for such notices?

11. If the rule is rescinded, as proposed, should a shareholder that engages in an exempt solicitation be required to provide the shareholder's written soliciting material directly to the registrant, to ensure that the registrant is aware of such solicitation? Why or why not? Should such a notice requirement apply to all shareholders, or only to shareholders who meet a certain ownership threshold, such as the current $5 million threshold? Should there be specific requirements regarding how such notices should be delivered?

D. Shortening the Minimum Broker Search Period

1. Background

Rule 14a-13 sets forth the requirements for registrants' dissemination of proxy materials to beneficial owners, including a requirement to supply proxy materials to record holders for distribution to beneficial owners.

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.

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

See

17 CFR 240.14a-13(a)(3). The request, which is sent via a “search card,” must inquire regarding: (i) the number of beneficial owners; (ii) the number of copies of the proxy and other soliciting material and the annual report needed for forwarding by the intermediaries to their beneficial owner customers; and (iii) the name and address of any agent appointed by the intermediaries to process a request for a list of beneficial owners.

See

17 CFR 240.14a-13(a). If making the inquiry 20 business days prior to the record date of a special meeting is impracticable, then the search must be completed as many days before the record date of the special meeting as is practicable.

See

17 CFR 240.14a-13(a)(3)(i).

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 conducted.

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.

In 1983, the Commission increased the minimum broker search period to 20 calendar days (the “1983 Amendments”).

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.

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.

See

the 1974 Release.

See also Stockholder Information Statements,

Release No. 34-7774 (Dec. 30, 1965) [31 FR 262 (Jan. 8, 1966)] (adopting Regulation 14C, which included a broker search requirement for information statements).

See Requirements for Dissemination of Proxy Information to Beneficial Owners by Issuers and Intermediary Broker-Dealers,

Release No. 34-13719 (July 5, 1977) [42 FR 35953, 35954 (July 13, 1977)], (referring to Rule 14a-3(d), the precursor to Rule 14a-13).

See Facilitating Shareholder Communications Provisions,

Release No. 34-20021 (July 28, 1983) [48 FR 35082 (Aug. 3, 1983)].

See Facilitating Shareholder Communications,

Release No. 34-19291 (Dec. 2, 1982) [47 FR 55491, 55493 (Dec. 10, 1982)].

See Shareholder Communications Facilitation,

Release No. 34-23847 (Nov. 25, 1986) [51 FR 44267, 44268-70 (Dec. 9, 1986)]. A respondent bank is a bank that holds securities through another bank that is the record holder of those securities.

See Facilitating Shareholder Communications,

Release No. 34-23276 (May 29, 1986) [51 FR 20504, 20506 (June 5, 1986)].

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 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.

Accordingly, we are proposing to amend Rule 14a-13 to shorten the minimum broker search period from 20 business days to five business days.

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-business-days-10-calendar-days

(noting that “the process for conducting a `broker search' is highly automated and generally completed within three 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.

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.

By shortening the broker search period, the proposed amendments are intended to mitigate these issues and allow registrants to make better use of current technology.

See, e.g.,

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-tender-offer-rules-with-new-interpretatio-102mk2q

(“The requirement to commence a broker search at least 20 business days prior to the record date for a shareholder meeting had, in certain situations, increased the time required to hold a public company shareholder meeting. Companies seeking to approve a business combination, or seeking urgent approvals required because of company distress, have often found that the 20-business day requirement caused delay for the matters for which they sought approval.”).

During a proxy contest, a registrant generally prefers to mail its proxy statement to shareholders as quickly as possible, and in advance of when the contesting shareholder mails its own proxy statement. The lengthy broker search period, which impacts the registrant but not the contesting shareholder, may delay the registrant from mailing its proxy statement, even after the Commission staff has completed its review of the proxy statement.

Shortening the broker search period may negatively impact market participants that learn of the record date for a shareholder meeting via the broker search process before the registrant publicly discloses the record date, which is typically not disclosed until the registrant files its definitive proxy statement. For example, the proposed amendments may reduce the amount of time for dissidents to acquire shares of the registrant or coordinate with other investors in advance of a record date, if the registrant elects to conduct the broker search in fewer than the 20 business days required under current Rule 14a-13. In addition, the proposed amendments may reduce the amount of time for shareholders, including financial institutions, to recall shares on loan, potentially increasing the risk that such institutions face challenges in voting the shares in cases where the registrant elects to conduct the broker search in the minimum period required.

See

Proxy season alert,

supra

note 57. For further discussion,

see

section IV.B.4.

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.

Furthermore, registrants may voluntarily disclose to investors a record date that has not yet passed, allowing for additional time to recall or purchase shares.

See

section IV.B.4.

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 any shortened minimum period) be conditioned on a requirement that the registrant reasonably believes that its proxy materials will be timely disseminated to beneficial owners within the time period the registrant chooses?

13. Should we instead adopt a principles-based rule that does not specify the minimum number of days but instead only requires that the time period chosen by the registrant provide sufficient time for proxy materials to be disseminated to beneficial owners? What are the potential advantages and disadvantages of a principles-based rule for broker searches?

14. Would financial institutions have sufficient time to recall loaned shares in cases where the registrant elects to conduct the broker search in five business days under proposed amended Rule 14a-13? If not, how much time would be needed?

15. Are the potential benefits to dissident shareholders in terms of visibility into the record date reason either not to shorten the broker search period or to shorten the search period by fewer days than we have proposed?

16. Alternatively, is the absence of public transparency regarding the broker search process and the setting of a record date, and the fact that dissident shareholders often appear to benefit from non-public information, further justification for shortening the period?

17. Rule 14b-1 sets forth the obligations of registered brokers and dealers, and Rule 14b-2 sets forth similar obligations of banks, associations, and certain other entities, in connection with the prompt forwarding of certain registrant communications to beneficial owners. Under 17 CFR 240.14b-1(b)(1), brokers and dealers must respond to the registrant no later than seven business days after the date they receive a broker search inquiry with the approximate number of customers of the broker-dealer who are beneficial owners of the registrant's securities. Under 17 CFR 240.14b-2(b), banks must respond to the registrant within one business day with the names and addresses of all respondent banks and must respond within seven business days with the approximate number of customers of the bank who are beneficial owners of the registrant's securities. Should these time periods, or any other time periods in Rule 14b-1 or Rule 14b-2, also be shortened in connection with the proposed amendment? If so, what specific revisions to the time periods would be appropriate and why? What would be the associated costs and benefits of such revisions?

18. Are there considerations unique to investment companies presented in these amendments we should consider? For example, investment companies often have large, diffuse, and retail-oriented shareholder bases,

and are often organized in multiple classes and series. In addition, many investment companies (including open-end funds and unlisted closed-end 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?

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-proxy-campaigns.pdf.

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 included may be an electronic mail address.

Such contact information is already required in many filings made with the Commission, including registration statements and tender offer statements.

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.

In line with this proposed amendment, we are proposing to amend Item 23(c) of Schedule 14A, regarding householding, pursuant to which a registrant currently must disclose “the phone number and mailing address to which a security holder can direct a notification to the registrant that the security holder wishes to receive a separate annual report to security holders, proxy statement, or Notice of internet Availability of Proxy Materials, as applicable, in the future.” We are proposing to change “mailing address” to “address,” to reflect that the registrant may disclose an electronic mail address. We are also proposing a parallel amendment to Item 5(c) of Schedule 14C.

See, e.g.,

Form S-1, S-3, S-4, and S-8, as well as 17 CFR 240.14d-100 (Schedule TO) and 17 CFR 240.14d-101 (Schedule 14D-9).

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.

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) [[•] FR [•] ([•], 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.

The table below describes each of our conforming amendments to rules and forms in response to the proposed amendments discussed herein.

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.

BILLING CODE 8011-01-P

EP21SE26.058

EP21SE26.059

The

table below describes each of the non-substantive, technical amendments proposed in connection with the proposed amendments.

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.

EP21SE26.060

BILLING CODE 8011-01-C

Request for Comment

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

F. General Request for Comment

We request and encourage any interested person to submit comments on any aspect of the proposed amendments, other matters that might have an impact on the proposed amendments, and any suggestions for additional changes. With respect to any comments, we note that they are of greatest assistance if accompanied by supporting data and analysis of the issues addressed in those comments and by alternatives to our proposals where appropriate.

III. Other Matters

This action is a significant regulatory action under section 3(f) of Executive Order 12866 and has been reviewed by the Office of Management and Budget, consistent with Executive Order 14215. This action, if finalized as proposed, is expected to be an Executive Order 14192 deregulatory action.

IV. Economic Analysis

We are mindful of the costs imposed by, and the benefits obtained from, our rules. Securities Act section 2(b)

and Exchange Act section 3(f)

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.

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

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

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

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 continue to impose compliance costs on registrants; in others, the requirements have come to be used in ways that diverge from their original purpose and generate unintended consequences.

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

regulatory framework. First, as discussed in section II.A, Rule 14a-3(b) was adopted to provide shareholders with financial information about the registrant prior to their voting in a director election. The annual report required by the rule now substantially overlaps with the Form 10-K, which registrants also must file on EDGAR. That overlap has increased as many registrants currently elect to deliver an integrated report (

i.e.,

a Form 10-K prepared on an integrated basis and delivered to shareholders in fulfillment of the annual report requirement) or a Form 10-K wrap in lieu of a traditional “glossy” annual report. The only substantive disclosures currently required in the annual report but not in the Form 10-K are the stock performance graph required by Item 201(e) of Regulation S-K—which provides information about stock performance that is widely and freely available through online sources—and disclosures concerning changes in certifying accountants required by Item 304(a) of Regulation S-K, which are also required on Form 8-K. The proposed amendment would eliminate this duplication by removing the requirement to deliver an annual report to security holders and allowing a registrant to satisfy Rule 14a-3(b) obligations through a previously filed Form 10-K, while retaining the option to furnish a separate annual report to security holders on EDGAR.

Second, as discussed in section II.B, Note D.3 to Schedule 14A and parallel requirements in Form S-4 and Form F-4 were adopted to give shareholders sufficient time to obtain and review documents incorporated by reference before a meeting or vote. These documents are now publicly available on EDGAR and accessible through hyperlinks in the incorporating filing. The original delivery concern has therefore been substantially mitigated, while the 20-business-day requirement continues to impose delays, costs, and uncertainty on registrants and transaction counterparties.

Third, as discussed in section II.C, Rule 14a-6(g) was adopted to provide public visibility into written, non-public exempt solicitations by large shareholders (

i.e.,

those beneficially owning more than $5 million of securities). In recent years, however, most Notices of Exempt Solicitation appear to have been submitted voluntarily, either by shareholders below the ownership threshold or to reproduce information already publicly available, such as press releases. These voluntary submissions allow shareholders to disseminate their views prominently and at a low cost through EDGAR, even though EDGAR was not designed for that purpose and Rule 14a-6(g) was not intended to create a general communications platform. Registrants also may learn of exempt solicitations through public announcements and press releases rather than through EDGAR filings, which may reduce the incremental role of Rule 14a-6(g) in alerting registrants to relevant exempt written solicitations.

Fourth, as discussed in section II.D, Rule 14a-13's 20-business-day minimum broker search period was adopted to accommodate delays in the paper-based, multi-step process for distributing proxy materials to beneficial owners. Technological advancements have substantially shortened that process, and the Commission understands that broker searches can now often be completed in as few as three days. The existing minimum period may therefore create unnecessary delay and uncertainty for registrants and their counterparties without remaining necessary to ensure timely delivery of proxy materials. The minimum period also determines how long information about an upcoming record date circulates among intermediaries and before public disclosure in the registrant's definitive proxy statement. Shortening that interval may reduce the opportunity for certain market participants, including dissident shareholders and certain broker-clients, to obtain and act on record-date information before public disclosure. It may also reduce the time available for institutions that learn of the record date through the broker search process to recall loaned shares in order to vote.

In each case, the proposed amendments would update the regulatory framework to reflect current technology and market practices and reduce compliance costs associated with requirements whose original rationale has been substantially displaced by technological developments. We consider below the potential benefits and costs of the proposed rules and their likely effects on efficiency, competition, and capital formation. Many of the benefits and costs are difficult to quantify or estimate with any degree of certainty. Where we are unable to quantify the economic effects of the proposal, we provide a qualitative assessment of the potential effects and encourage commenters to provide data and information that would help quantify the benefits and costs of the proposed rules, and the potential impacts of the proposed rules on efficiency, competition, and capital formation.

A. Economic Baseline

The baseline against which we measure the benefits, costs, and effects on efficiency, competition, and capital formation of the proposed amendments consists of the current regulatory framework and the current practices for proxy solicitations.

See, e.g., Nasdaq Stock Mkt. LLC

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”).

1. Regulatory Baseline

a. Current Regulatory Framework

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.

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.

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.

See supra

note 10.

See

17 CFR 240.14a-3(b).

See supra

note 15.

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.

See

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

Rule 14a-2(b)(1) exempts from most Federal proxy regulations “[a]ny solicitation by or on behalf of any person who does not, at any time during such solicitation, seek directly or indirectly, either on its own or another's behalf, the power to act as proxy for a security holder and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form of revocation, abstention, consent or authorization.”

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.

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

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.

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.

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).

Rule 14a-13 requires registrants to ask record holders how many copies of proxy materials they will need to forward to beneficial owners.

Since the 1986 Amendments, registrants have been required to make that inquiry at least 20 business days prior to the record date.

This requirement was intended to accommodate the multiple steps then necessary to transmit paper proxy materials through intermediaries to beneficial owners.

See supra

note 51 for information about inquiries through search cards.

If making the inquiry 20 business days prior to the record date of a special meeting is impracticable, then the search must be completed as many days before the record date of the special meeting as is practicable.

See

17 CFR 240.14a-13(a)(3)(i).

See supra

note 53.

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.

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.

We understand that registrants commonly use proxy-service providers to conduct broker searches electronically, and to support the digital distribution, and tracking of proxy materials.

See e.g., Concept Release on the U.S. Proxy System,

Release No. 34-62495 (July 14, 2010) [75 FR 42982, 42986-89 (July 22, 2010)] (describing the role of intermediaries, including proxy service providers, in the distribution and processing of proxy materials to beneficial owners).

See supra

section II.B.2 for information about broker search duration.

see also

Peter Iliev et al.,

Investors' Attention to Corporate Governance,

34 Rev. Fin. Stud. 5581 (2021),

available at https://academic.oup.com/rfs/article/34/12/5581/6124373?guestAccessKey=

(showing that on average, a firm's proxy statement is viewed 659 times).

Registrants may bear costs as a result of the proposed rulemaking because they may lose access to useful information on exempt solicitations. If the filings of exempt written soliciting materials on EDGAR offer valuable information and provide a cost-effective means for management to gather perspectives of multiple shareholders on various decisions and, based on this information, formulate responses to such views, the elimination of these filings would impede management's ability to timely access such information. The magnitude of this cost depends on the degree to which EDGAR submissions provide registrants with information that would not otherwise be available through alternative channels. As noted in section IV.A.1, the Commission lacks data on the extent to which registrants currently rely on EDGAR submissions, rather than on other channels such as press releases and public announcements, to learn of exempt solicitations.

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

As described in section II.D, the proposed amendment would shorten the minimum broker search period under Rule 14a-13 from 20 business days to five business days.

The shortening of the minimum period would create certain benefits for registrants and their counterparties. It would reduce the risk of external issues (such as market volatility or regulatory changes) arising during the search period that could be costly to the registrant and its counterparties. For example, in votes on mergers, negative market movement could depress the offer price or a new bidder could emerge during the broker search period, thereby increasing uncertainty surrounding whether and when the transaction will be completed. Similar issues may also arise in the context of contested director elections or other proxy contests. By shortening the broker search period, the proposed amendment could mitigate such costs.

128

In the case of broker search periods for special meetings, Rule 14a-13 provides: “If such inquiry is impracticable 20 business days prior to the record date of a special meeting, as many days before the record date of such meeting as is practicable.”

129

To the extent that matters susceptible to heightened external risk are voted on at special meetings, and to the extent that registrants currently rely on this provision to shorten the number of days between the broker search and the meeting, the associated baseline costs discussed above are already mitigated under the existing rule framework. Consequently, the proposed amendment would generate limited incremental benefits in this context.

130

128

As noted in section IV.A.1.a, and discussed further section IV.D.5, the existing seven-business-day response periods for brokers, dealers, and banks under Rules 14b-1 and 14b-2 exceed the proposed five-business-day minimum broker search period. If intermediaries were to respond within the maximum time currently permitted, registrants would not receive responses before the record date when conducting a broker search at the proposed five-business-day minimum, which could limit the practical utility of the shortened period for some registrants and their counterparties.

129

Rule 14a-13(a)(3)(i).

130

See supra

note 51 for a discussion about the practice if the inquiry 20 business-days prior to the record date of a special meeting is impracticable.

In addition, the proposed shortening of the broker search period could generate benefits for various investors by reducing the window during which non-public information about an upcoming shareholder meeting record date may be obtained and traded upon by certain market participants. Academic research provides evidence of informational leakages from brokers to certain clients, enabling those clients to obtain advance access to information ahead of public disclosure.

131

By shortening the broker search period, the proposed amendment would reduce the period during which such leakage can occur. To the extent that such informational advantages erode investor confidence in the fairness of the market,

132

reducing the window for information leakage could improve perceptions of market fairness, with potential benefits for market participation and liquidity. Given, however, that registrants may voluntarily disclose record dates in advance of the broker search period, though the staff's experience suggests this is rarely done in practice, the window during which non-public information may be obtained and traded upon could be extended, partially offsetting this benefit. The potential effects on capital formation are discussed further in section IV.C.3. The Commission lacks data with which to quantify the benefits described in this paragraph and the preceding paragraph. The magnitude of these benefits would depend on the frequency and nature of transactions and other corporate actions subject to the current minimum period, the magnitude of transaction delays and associated costs attributable to the current 20-business-day period, the extent to which registrants voluntarily disclose record dates in advance of broker search, and the extent to which information leakage currently occurs during the broker search period.

131

See

Marco Di Maggio et al.,

The Relevance of Broker Networks for Information Diffusion in the Stock Market,

134 J. Fin. Econ. 419 (2019) (finding that the “best clients” of the broker used by a filer,

i.e.,

those generating a large share of the broker's business, buy more of the target stock than other institutional investors in the 10 days prior to a Schedule 13D filing).

132

See, e.g.,

Luigi Guiso et al.,

Trusting the Stock Market,

63 J. Fin. 2557 (2008).

The proposed amendment may also reduce opportunities for “empty

voting.” Under the current framework, the 20-business-day broker search period creates a window during which some market participants may learn of an upcoming record date and borrow shares before that date, thereby acquiring voting rights while bearing little or no economic exposure to the registrant. This decoupling of voting rights from economic ownership may cause voting outcomes to reflect the preferences of parties without a substantial economic interest in the registrant.

133

One study suggests that voting rights are actively traded around record dates, and that such trading can affect corporate governance outcomes.

134

133

See, e.g.,

Henry T. C. Hu and Bernard Black,

The New Vote Buying: Empty Voting and Hidden (Morphable) Ownership,

79 S. Cal. L. Rev. 811 (2006); Henry T. C. Hu and Bernard Black,

Hedge Funds, Insiders, and the Decoupling of Economic and Voting Ownership: Empty Voting and Hidden (Morphable) Ownership,

13 J. Corp. Fin. 343 (2007); Alon Brav and Richmond D. Matthews,

Empty Voting and the Efficiency of Corporate Governance,

99 J. Fin. Econ. 289 (2011).

134

See

Susan E.K. Christoffersen et. al.,

Vote Trading and Information Aggregation,

62 J. Fin. 2897 (2007) (documenting that voting rights are actively traded around record dates, with share lending markets serving as a mechanism through which voting rights can be separated from economic ownership).

Reducing the minimum broker search period from 20 to five business days would shorten the interval during which market participants may learn of a record date before public disclosure. This could reduce opportunities to borrow shares strategically to acquire voting rights and improve the alignment between voting outcomes and the preferences of shareholders with a substantive economic interest in the registrant. However, the magnitude of this benefit is uncertain. Empirical evidence on the prevalence and economic significance of empty voting is mixed, and some studies suggest that, although institutional investors have the ability to engage in the practice, they may not do so frequently.

135

Given the mixed empirical evidence, we view reduced empty voting as a potential benefit of the proposed amendment, though its magnitude is uncertain.

135

Reena Aggarwal, Pedro A. C. Saffi and Jason Sturgess,

The Role of Institutional Investors in Voting: Evidence from the Securities Lending Market,

70 J. Fin. 2309 (2015) (“Aggarwal study”) (finding that while institutional investors in the securities lending market have the capacity to engage in empty voting, most institutional lenders prefer to recall lent shares around record dates to reclaim voting rights rather than maintain lending income, suggesting that empty voting may not be pervasive in practice).

Reducing the minimum broker search period from 20 to five business days could also impose costs on share lenders that seek to recall loaned shares in order to vote.

136

One study suggests that institutional lenders, including pension funds and mutual funds,

137

value voting rights and may restrict lending or recall shares around important record dates.

138

Under the current rule, a lender that learns of a record date through the broker search process may have up to 20 business days to initiate and complete a recall. Reducing the minimum period to five business days would provide less time,

139

limiting the lender's flexibility and increasing the possibility that the shares are not returned before the record date.

136

See

Haoyi (Leslie) Luo and Zijin (Vivian) Xu,

Long-term Value Versus Short-term Profits: When do Index Funds Recall Loaned Shares for Voting?,

32 Corp. Governance: Int'l Rev. (2024),

available at https://onlinelibrary.wiley.com/doi/10.1111/corg.12576;

see also

Council of Institutional Investors,

Securities Lending: Everything You Ever Wanted to Know but Were Afraid to Ask

(2011),

available at https://www.cii.org/files/publications/governance_basics/Primer_Securities_Lending_JUL2011.pdf.

137

For mutual funds, this behavior may reflect fiduciary and regulatory obligations to vote client proxies, rather than an independent preference for exercising voting rights.

See, e.g.,

17 CFR 275.206(4)-6 (requiring registered investment advisers, including mutual fund advisers, to adopt and implement policies and procedures reasonably designed to ensure that client securities are voted in the best interests of clients) and 17 CFR 270.30b1-4 (requiring registered investment companies to file their complete proxy voting record annually on Form N-PX).

138

In addition, the study finds that lenders of shares place a higher value on their vote than borrowers of shares, which suggests that they would try to recall shares for important meetings.

See

Aggarwal study

supra

note 135.

139

The Aggarwal study shows that the average and median durations that loans remain outstanding are 16 days and one day, respectively. Most loans have no fixed maturity and are simply renewed each day on an open-ended basis.

See id.

Borrowers could also face higher costs because they would have less time to obtain replacement financing or purchase shares to satisfy a recall. These costs may be limited because the current T+1 settlement cycle generally provides time to complete a recall before the record date, and borrowers would likely still have ample time to borrow or purchase the shares without substantial market impact. The costs to share lenders and borrowers may also be mitigated when registrants publicly disclose record dates before beginning the broker search or voluntarily conduct the broker search more than five business days before the record date. We cannot estimate the magnitude of these effects, which would depend on registrants' disclosure and broker search practices, the frequency of share recalls, and the time borrowers require to obtain replacement shares.

The proposed rulemaking may also impose costs on shareholders seeking to accumulate shares or voting support before a shareholder meeting. By shortening the period between the broker search and the record date, the amendment could leave shareholders who learn of the record date through that process less time to accumulate shares, recall loaned shares, or coordinate with other investors.

140

This could increase the cost of shareholder campaigns and, at the margin, reduce the frequency or likelihood of success. These constraints could also affect other investors to the extent shareholder campaigns affect firm value or governance outcomes that are relevant to them.

141

140

See supra

section II.D.2 for a discussion about how shortening the broker search period may impact market participants.

141

See, e.g.,

Alon Brav et al.,

Governance by Persuasion: Hedge Fund Activism and Market-Based Shareholder Influence,

Oxf. Rsch. Encyc. Econ. & Fin. (2022); Rui Albuquerque et al.,

Value Creation in Shareholder Activism,

145 J. Fin. Econ. 153 (2022); Robin Greenwood and Michael Schor,

Investor Activism and Takeovers,

92 J. Fin. Econ. 362 (2009); Nicole Boyson et al.,

Activism Mergers,

126 J. Fin. Econ. 54 (2017); Edward Swanson et al.,

Are All Activists Created Equal? The Effect of Interventions by Hedge Funds and Other Private Activists on Long-Term Shareholder Value,

72 J. Corp. Fin. 102144 (2022); Nicole M. Boyson and Robert M. Mooradian,

Corporate Governance and Hedge Fund Activism,

14 Rev. Derivatives Rsch. (2011); Alon Brav et al.,

The Real Effects of Hedge Fund Activism: Productivity, Asset Allocation, and Labor Outcomes,

28 Rev. Fin. Stud. 2723 (2015); Nickolay Gantchev et al.,

Activism and Empire Building,

138 J. Fin. Econ. 526 (2020).

However, as discussed in section II.D, the current broker search process is non-public and dissident shareholders that learn of a record date through that process may have an informational advantage over other investors. Shortening the period during which they can act on that information could therefore reduce informational asymmetry, so a cost to dissident shareholders may also represent a benefit to other market participants. The Commission lacks data to quantify these effects or related costs to share lenders and borrowers discussed above. Their magnitude would depend on the time borrowers need to purchase or borrow shares to satisfy recalls without materially increasing transaction costs and the extent to which dissident shareholders currently rely on advance knowledge of record dates to accumulate shares or coordinate their activities.

We do not expect the proposed amendment to impose additional costs on registrants by leaving insufficient time to complete the broker search. As discussed in section II.D and section IV.A, technological advancements, in particular the widespread adoption of the internet and related digital

communication tools and the common use of proxy-service providers to conduct broker searches electronically, have substantially accelerated the broker search process. The Commission understands that the broker searches can now often be completed within three days, which is shorter than the proposed five-business-day minimum.

142

See supra

section IV.A and II.D.2 for information about how technological advancements have facilitated the broker search process.

5. Benefits and Costs of the Proposal To Require Contact Information on Proxy Statement and Information Statement Cover Pages

As described in section II.E, the proposed amendment would require the cover pages of Schedule 14A and Schedule 14C to identify a representative who can respond to questions or comments regarding the filing and provide that representative's name, address, and telephone number. Unlike most of the other proposed amendments discussed in section IV.B, this proposed amendment would impose a new compliance requirement on registrants.

The proposed requirement would generate two categories of benefit. First, it could facilitate communication between Commission staff and filers and allow staff inquiries to be resolved more quickly. Currently, the cover pages of Schedule 14A and Schedule 14C do not require the identification of a specific contact representative, which may require staff to identify appropriate contacts through other means. To the extent delays in resolving staff inquiries impose costs on registrants, including by potentially delaying the staff's review and comment process for a filing or the scheduling of a shareholder meeting, the proposed requirement could reduce those costs.

Second, publicly identifying an appropriate contact could also make it easier for shareholders to direct questions to the filer. The magnitude of this benefit would depend on how readily shareholders can already obtain suitable information from other sources, including the contact information already required in registration statements and tender offer statements filed with the Commission.

143

To the extent that contact information for registrants is already widely available through investor-relations websites and other sources, the incremental benefit to shareholders from the proposed requirement may be modest.

143

We estimate that complying with the proposed requirement to provide contact information on the cover page of every proxy and information statement would increase the compliance cost by $62.50 per filing.

See infra

section IV.B.7 for information about monetized compliance cost of adding contact information of a representative on cover pages of proxy statement and information statement.

We estimate that adding a representative's contact information on the cover page of Schedule 14A and Schedule 14C would generate a compliance cost of approximately $63 per filing for approximately 6,111 Schedule 14A and Schedule 14C filings annually,

144

resulting in aggregate annual costs of approximately $380,000.

145

144

The 6,111 filings comprise 5,757 Schedule 14A filings and 354 Schedule 14C filings, as reported in Economic Analysis Table 2. The $62.50 per filing figure comes from section V) specifically from PRA Table 1 (0.10 burden hours increase per response) and the supporting calculations in PRA Table 2, using a $625 per hour figure as the blended hourly rate.

145

See infra

Economic Analysis Table 2 for more information about aggregate annual monetized cost.

Public disclosure of a representative's name, address, and telephone number on the cover page of Schedule 14A and Schedule 14C may generate ancillary costs for some registrants, including the cost of responding to unsolicited communications. These costs would likely vary with the registrant's size and the volume of communications received. The Commission invites commenters to provide data on these ancillary costs.

6. Other Commission Proposals

In the Rule 14a-8 Proposal, the Commission has proposed to rescind Rule 14a-8 in its entirety and to amend Rule 14a-4(c). If adopted as proposed, the Federal proxy rules would (i) no longer require companies to include in their proxy materials shareholder proposals that satisfy certain procedural and substantive requirements established under Federal law, (ii) companies would be provided with greater flexibility to seek discretionary voting authority from shareholders, and shareholders would be provided with greater control over when the company may exercise that authority with respect to their individual shares. The Rule 14a-8 Proposal, if adopted as proposed, could result in an increase or a decrease in the number of exempt solicitations and thus an increase or decrease to the benefits and costs discussed in connection with the proposed amendments to Rule 14a-6.

The proposed rescission of Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) could reduce the number of shareholder proposals that companies include in their proxy materials. On one hand, exempt solicitations would remain available as an alternative to the Rule 14a-8 submission process, and thus shareholders may elect to use exempt solicitations for shareholder engagement.

146

To the extent that shareholders would use exempt solicitations as an alternative to Rule 14a-8 submissions, rescinding Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) may increase the number of Notices of Exempt Solicitation submitted, thereby increasing the benefits and costs discussed in connection with the proposed amendments to Rule 14a-6(g).

147

146

See

Rule 14a-8 Proposal at section IV.D.1.b.i.

147

See supra

section IV.A.1.b for information about the Commission's proposal to rescind Rule 14a-8.

On the other hand, some Notices of Exempt Solicitation are submitted in conjunction with the submission of shareholder proposals.

148

To the extent that the proposed rescission of Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) could reduce the number of shareholder proposals that are submitted, the Rule 14a-8 Proposal would reduce the number of Notices of Exempt Solicitation submitted, thereby diminishing the costs and benefits stemming from the proposed amendments to Rule 14a-6(g).

149

The net effect of the proposed rescission of Rule 14a-8 in conjunction with the proposed amendments to Rule 14a-4(c) on the volume of Notices of Exempt Solicitation activity is therefore uncertain and depends on the relative magnitudes of these substitution and complementarity effects, which the available data do not allow us to quantify with confidence.

148

See e.g.,

Bhattarai study

supra

note 77.

149

see also

E.O. 14215 (Feb. 18, 2025), 90 FR 10447, 10448 (Feb. 24, 2025) (requiring all Federal agencies, including the Securities and Exchange Commission, to comply with E.O. 12866). In addition, E.O. 14192 requires agencies to provide their best approximation of the total costs or savings associated with each new regulation or repealed regulation consistent with the analyses required by E.O. 12866.

See

E.O. 14192 (Jan. 31, 2025), 90 FR 9065, 9066 (Feb. 6, 2025).

152

See

Circular A-4, at 32.

153

See id.

at 31 (stating that “[t]he ending point should be far enough in the future to encompass all the significant benefits and costs likely to result from the rule”). For the purposes of this analysis, we assume the effective date of the proposed amendments, as well as the start year for the analysis's time horizon, is the present year.

154

See id.

at 32 (“The Rationale for Discounting”) and 45 (“Treatment of Benefits and Costs over Time”);

see also

OIRA, Regulatory Impact Analysis: A Primer, at 11 (Aug. 15, 2011),

available at https://www.reginfo.gov/public/jsp/Utilities/circular-a-4_regulatory-impact-analysis-a-primer.pdf

(“To provide an accurate assessment of benefits and costs that occur at different points in time or over different time horizons, an agency should use discounting. Agencies should provide benefit and cost estimates using both 3% and 7% annual discount rates expressed as a present value as well as annualized.”); Harvey S. Rosen and Ted Gayer, Public Finance 151 (8th ed. 2008) (defining present value as “the value today of a given amount of money to be paid or received in the future”).

155

This approach is consistent with OMB Circular A-4.

See

Circular A-4, at 31-34 (stating that, “[f]or regulatory analysis, [agencies] should provide estimates of net benefits using both 3% and 7%” discount rates and discussing why those rates are reasonable default rates). Also, we use a mid-year discount rate.

See

OMB, Circular A-94, at 21-22 (Oct. 19, 1992) (stating that, “When costs and benefits occur in a steady stream, applying mid-year discount factors is more appropriate.”).

EP21SE26.064

Economic Analysis Table 3 reports annualized aggregate monetized benefits and costs using real discount rates of three percent and seven percent over a 10-year horizon.

156

The lump sum present values of aggregate monetized benefits and costs reported in Economic Analysis Table 3 are converted in Economic Analysis Table 4 into a constant stream of annualized benefits and costs over a 10-year time horizon, starting in 2026.

157

Because the annual aggregated monetized benefits and costs reported in Economic Analysis Tables 1 and 2, respectively, are identical in every year of the 10-year time horizon and because there are no initial benefits or costs at Time 0, the annualized

aggregate monetized benefits and costs in Economic Analysis Table 4 are the same as the annual aggregate monetized benefits and costs in Economic Analysis Tables 1 and 2, respectively.

158

We estimate that annualized total monetized benefits are approximately $7.7 million per year using both a three percent discount rate and a seven percent discount rate. We estimate that annualized total monetized costs are approximately $445,000 per year using both a three percent discount rate and a seven percent discount rate.

156

This approach is consistent with the recommended treatment of benefits and costs over time in Circular A-4.

See

Circular A-4 at 45 (“You should present annualized benefits and costs using real discount rates of 3 and 7%”).

157

For each discount rate, the annualized monetized benefits (costs, respectively) in Economic Analysis Table 4 represent the constant annual stream of benefits (costs, respectively) whose present value over the time horizon equates the corresponding present value in Economic Analysis Table 3.

See infra

note b, Economic Analysis Table 4 for additional calculation details.

158

The annualized benefits and costs present these values over the 10-year time horizon, starting in the present year.

EP21SE26.065

C. Effects on Efficiency, Competition, and Capital Formation

1. Effects on Efficiency

The proposed amendments could affect efficiency through several channels. Several of the proposed amendments address requirements that have remained unchanged while the need for them has evolved as a result of technological developments. To the extent that eliminating or shortening these requirements removes regulatory burden that is no longer justified by the investor protection rationale that originally motivated it, the proposed amendments would improve regulatory efficiency. For instance, registrants relying on a previously filed Form 10-K under amended Rule 14a-3 would no longer also need to comply with separate requirements in Rule 14a-3(b) regarding disclosure required in an annual report to security holders. Registrants would also no longer need to observe minimum periods under Rule 14a-13, Note D.3 to Schedule 14A, and the corresponding provisions of Forms S-4 and F-4 that may exceed the time now required to complete the relevant processes. To the extent investors would continue to receive substantially the same information, these amendments would allow disclosure to be produced and disseminated using fewer resources, improving productive efficiency.

The proposed rescission of Rule 14a-6(g) presents a different case. It would reduce the resources expended by shareholders preparing Notices of Exempt Solicitation and, in some cases, by registrants responding to them, but it would also eliminate a channel through which information is disseminated to other shareholders. Its effect on efficiency would therefore depend on the value of the information no longer made available through EDGAR relative to the resources saved.

The rescission of Rule 14a-6(g) could also improve informational efficiency if removing voluntary Notices of Exempt Solicitation makes decision-useful information on registrants' EDGAR pages easier to identify.

159

However, it could simultaneously reduce informational efficiency by making it more difficult for shareholders and registrants to learn how large shareholders view and intend to vote on significant matters, to the extent that information is not disseminated through other channels. Exempt solicitations may also provide a relatively low-cost means for shareholders to influence boards or attract third-party bids when a proxy contest or shareholder exit is impractical.

160

If the Rule 14a-6(g) rescission causes shareholders to rely on more costly alternatives, such as proxy contests, some efforts to influence management at underperforming registrants may no longer occur, potentially reducing allocative efficiency.

161

159

See supra

section IV.B.3 for information about benefits of proposed elimination of requirement to submit Notices of Exempt Solicitation.

160

See, e.g.,

Bhattarai study

supra

note 77.

161

See supra

section IV.B.3 for information about the cost of the proposed elimination of the requirement to submit Notices of Exempt Solicitation.

The proposed requirement to include contact information on the cover pages of Schedule 14A and Schedule 14C would impose a small incremental compliance cost on registrants, partially offsetting these productive efficiency gains.

162

To the extent that the contact information requirement reduces the time and resources required to resolve staff inquiries, it could also generate modest efficiency gains for the Commission and for registrants that benefit from more timely resolution of those inquiries.

162

See supra

section IV.B.5.

Shortening the minimum broker search period could also affect informational efficiency through the securities-lending market. Stock lenders may have less time to recall shares before a record date, increasing the costs or reducing the flexibility associated

with lending. Because securities lending and short selling contribute to price discovery,

163

a sufficiently large reduction in lending or short selling activity could reduce price efficiency,

164

particularly for securities of registrants expected to hold special meetings. As discussed in section IV.B.4, these costs may be small as long as borrowers still have sufficient time to manage their transaction costs when they purchase or borrow shares to satisfy the recall. Any such costs could also be mitigated to the extent that registrants voluntarily disclose record dates in advance of the broker search or elect to conduct the broker search more than five business days before the record date.

163

See, e.g.,

Truong X. Duong et al.,

The Information Value of Stock Lending Fees: Are Lenders Price Takers?,

21 Rev. Finance 2353 (2017).

164

Economic literature shows that short selling improves price efficiency by allowing informed traders to trade on negative information and incorporate it into prices.

See, e.g.,

Jonathan M. Karpoff and Xiaoxia Lou,

Short Sellers and Financial Misconduct,

65 J. of Fin. 1879 (2010); Ekkehart Boehmer, Charles M. Jones and Xiaoyan Zhang,

Which Shorts Are Informed?,

63 J. of Fin. 491 (2008); Lauren Cohen, Karl B. Diether and Christopher J. Malloy,

Supply and Demand Shifts in the Shorting Market,

62 J. of Fin. 2061 (2007). The evidence on the effect of constraints on short selling on price efficiency, however, is mixed. Some studies suggest that constraints on short selling impede price efficiency by slowing or preventing the incorporation of negative information into prices.

See, e.g.,

Ekkehart Boehmer, Charles M. Jones and Xiaoyan Zhang,

Shackling the Short Sellers: The 2008 Shorting Ban,

26 Rev. of Fin. Studies 1363 (2013); Pedro A.C. Saffi and Kari Sigurdsson,

Price Efficiency and Short Selling,

24 Rev. of Fin. Studies 821 (2011). Other studies, however, suggest that constraints need not result in overpricing, as rational investors anticipate and incorporate such constraints into prices.

See e.g.,

Douglas W. Diamond and Robert E. Verrecchia,

Constraints on Short-Selling and Asset Price Adjustment to Private Information,

18 J. of Fin. Econ. 277 (1987).

See supra

section IV.B.4.

Shortening or eliminating the minimum periods under Note D.3 to Schedule 14A and Forms S-4 and F-4 could reduce the window available for a competing bidder to emerge, conduct diligence, and submit a superior offer before the transaction closes. To the extent a longer window would have allowed a higher-valuing acquirer to emerge or increased consideration to target shareholders, narrowing it could result in an efficiency cost. We cannot quantify this effect, which would depend on the frequency of competing bids during the minimum period and market participants' ability to pursue competing transactions on a shorter timeline.

2. Effects on Competition

The Commission does not expect the proposed amendments to have a substantial impact on competition overall, though it discusses below certain marginal effects of these proposed amendments.

The elimination of the Notice of Exempt Solicitation requirement could modestly affect the relative ability of different shareholders to publicize their views to other shareholders at low cost. According to a study,

165

historically, filers of Notices of Exempt Solicitation have been predominantly public pension funds, union funds, and hedge funds or other institutional investors. Following rescission, filers that currently rely on this low-cost channel would need to use direct engagement, independent proxy solicitations, or other communication channels, which may require greater resources than some of these filers currently have available, while entities with greater existing resources and established communication channels would be less affected. The magnitude of this effect is uncertain and would depend, in part, on the extent to which affected shareholders shift to alternative communication channels and the relative effectiveness of those channels following the rescission, as discussed in section IV.B.3.

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See supra

note 77.

Shortening the broker search period could affect the relative positions of incumbent management and shareholders seeking to influence a registrant's governance. As discussed in section IV.B.4, the amendment would reduce the time available for a shareholder that learns of a record date through the broker search process to accumulate shares or coordinate with other shareholders, while imposing no comparable constraint on the registrant conducting the search. However, the non-public nature of the current broker search process means that dissident shareholders who learn of the record date through the broker search currently possess an informational advantage that is not shared by other investors. To the extent that the proposed amendment reduces this informational asymmetry, what appears as a competitive cost to dissident shareholders may simultaneously represent a competitive benefit to other market participants.

The proposed amendments to Rule 14a-3, Note D.3 to Schedule 14A, and the contact information requirement are not expected to generate significant effects on competition among the registrants in the same product market.

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These amendments reduce compliance burdens for registrants and update procedural requirements whose original rationale has been substantial

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