On September 16, 2026, the US Securities and Exchange Commission (SEC) proposed a series of amendments to its rules regarding proxy solicitation (Release No. 33-11439). Viewing the current system as one designed largely for a paper-based economy, the SEC’s overarching objectives with the amendments are to account for technological and market developments, reduce compliance burdens for registrants, and reduce potential investor confusion. The SEC expects the amendments to lower printing, mailing, preparation, filing, and administrative costs. In practice, the amendments would shift more responsibility to investors to obtain information electronically from the SEC’s or the issuer’s website, and the SEC acknowledges that search costs may increase for some investors, particularly those who currently rely on paper delivery.

In summary, the proposed amendments would:

• Eliminate the requirement to deliver an annual report to security holders;
• Eliminate the requirement to publish the stock performance graph for all registrants other than investment companies;
• Eliminate the 20-business-day delivery deadline that applies when documents are incorporated by reference in a proxy statement;

• Repeal the rule providing for Notices of Exempt Solicitation;

• Shorten the minimum broker search period for proxy solicitations from 20 business days to 5 business days;

• Require the inclusion of contact information on proxy statement and information statement cover pages; and

• Make various technical amendments and conforming changes.

Annual Report to Security Holders

Currently, Rule 14a-3(b) generally requires a proxy statement relating to a stockholders’ meeting at which directors are to be elected to be accompanied or preceded by an annual report to security holders. The SEC proposes eliminating that delivery requirement because the required information substantially overlaps with information in Form 10-K and is generally available electronically through EDGAR. Before furnishing the proxy statement, a registrant would instead be required either to have filed its Form 10-K for its most recent fiscal year on EDGAR or to have furnished on EDGAR an annual report satisfying the amended rule. The SEC anticipates that the vast majority of registrants will rely on a previously filed Form 10-K. The same changes would apply to information statements through Rule 14c-3. Companies could still send glossy or other annual reports voluntarily, provided that they also submit those reports on EDGAR, where they would continue to be treated as furnished rather than filed. Among other related changes, the proposal would remove the option to prepare the annual report and Form 10-K on an integrated basis under Rule 14a-3(d) and General Instruction H to Form 10-K, and would relocate to a new Note F to Schedule 14A the requirement that registrants (other than registered investment companies) provide a copy of their Form 10-K upon request.

Stock Performance Graph

The proposal would generally eliminate the stock performance graph currently required by Item 201(e) of Regulation S-K for most public companies (smaller reporting companies are already exempt from the requirement). The SEC notes that investors can now obtain comparative stock performance information readily through online sources, making the mandated graph less necessary. Business development companies and face-amount certificate companies would still be required to provide the graph, but they would do so directly in Form 10-K instead of an annual report to security holders. Because many registrants voluntarily include the graph in their Form 10-K, those registrants could omit it if the amendments are adopted as proposed.

Delivery Deadline for Documents Incorporated by Reference

The proposal would also remove the rule requiring proxy statements to be sent at least 20 business days before a shareholder meeting when they incorporate information by reference under Item 13(b) or Item 14(e)(1) of Schedule 14A. Corresponding 20-business-day requirements in Forms S-4 and F-4 for business combination prospectuses would likewise be eliminated. The change would apply equally to information statements on Schedule 14C. The SEC believes these periods were adopted when investors might have needed time to request paper copies of incorporated materials. Because the referenced documents are now generally available without charge through EDGAR, the SEC believes a fixed minimum period is no longer necessary. Other timing constraints, including state law notice requirements and the 40-calendar-day requirement for registrants relying on the notice-only option under Rule 14a-16, would continue to apply.

Notices of Exempt Solicitation

Another major element is the proposed rescission of Rule 14a-6(g) and the associated Notice of Exempt Solicitation. Under the existing rule, a person beneficially owning more than $5 million of a registrant’s securities generally must submit on EDGAR a notice and accompanying written materials for written solicitations that are exempt under Rule 14a-2(b)(1) because they do not seek proxy authority and that are not already publicly available. The SEC states that the vast majority of recent notices (approximately 80 percent in 2025) appear to have been submitted voluntarily, frequently by holders below the $5 million threshold or concerning communications already publicly available. Because these notices appear alongside company filings on EDGAR, the SEC believes they may confuse investors or make mandatory filings more difficult to locate. The proposal would eliminate Notices of Exempt Solicitation altogether, whether required or voluntary, building on January 2026 guidance from the Division of Corporation Finance (Proxy Rules and Schedules 14A/14C C&DI 126.06) stating that the staff will object to voluntary submissions.

Rescinding the notice requirement would not exempt the underlying communications from the proxy rules’ antifraud provision, Rule 14a-9. Shareholders would also remain free to communicate through press releases, direct outreach, websites, social media, and third-party platforms as long as they do not constitute solicitation material under the proxy rules. The proposal weighs easier shareholder access to such advocacy materials against the costs, confusion, and prominence associated with placing voluntary third-party communications on a registrant’s EDGAR page. Because exempt solicitations are frequently used to support shareholder proposals, this change should be considered together with the SEC’s companion proposal to rescind Rule 14a-8.

Broker Searches

The SEC proposes reducing the minimum “broker search” period under Rule 14a-13 from 20 business days to 5 business days before a meeting’s record date. The proposal follows the Division of Corporation Finance’s guidance issued in January 2026 (Question 133.02) indicating that the staff would not object to a shorter broker search period where the registrant reasonably believes its proxy materials will be timely distributed to beneficial owners. The broker search allows a registrant to determine how many proxy materials must be distributed to beneficial owners whose securities are held through brokers, banks, or other intermediaries. The SEC understands that broker searches can now often be completed in as few as three business days, so the shorter period could provide greater scheduling flexibility and reduce delays in transactions, contested elections, and other shareholder votes. The SEC nevertheless recognizes that a shorter lead time could leave investors with less opportunity to recall loaned shares, acquire voting positions, or coordinate with other shareholders before the record date in contested situations, because some market participants learn of the record date through the broker search process before the registrant publicly discloses it. The SEC also requests comment on whether the seven-business-day periods for intermediaries to respond to broker search inquiries under Rules 14b-1 and 14b-2 should be shortened.

Contact Information and Technical Amendments

Under the proposal, proxy statements and information statements would be required to identify on their cover pages a filing contact and provide that person’s telephone number and address, which could be an email address. This proposal is intended to facilitate more timely communication between the SEC staff and filers. The proposal also contains numerous conforming and technical amendments across Regulation S-K, Regulation S-T, Schedule 14A, Schedule 14C, Forms S-4 and F-4, and related Securities Act, Exchange Act, and Trust Indenture Act provisions.

Next Steps

The proposal is not yet a final rule, and public comments are due 60 days after Federal Register publication (File No. S7-2026-33). Until the SEC adopts final rules, the existing requirements remain in effect, including the annual report delivery requirement, the 20-business-day delivery deadline, the Notice of Exempt Solicitation requirement for large shareholders, and the 20-business-day broker search period (subject to the staff guidance noted above), and companies should continue to comply with them in planning for upcoming shareholder meetings. In the meantime, companies may wish to consider how the proposal, if adopted, would affect their annual report practices and their meeting and transaction timelines, and whether to submit comments.

Our update on a companion SEC proposal to rescind Rule 14a-8 on shareholder proposals is here, and our update on a related proposal to permit electronic delivery of proxy statements and other shareholder communications is here.