The Securities and Exchange Commission has proposed one of the more substantial revisions in years to the operational rules governing U.S. proxy solicitations, seeking to remove delivery, filing and timing requirements that the agency says no longer correspond to the way companies, intermediaries and investors communicate. Issued September 16 as Release Nos. 33-11439, 34-106385 and 39-2566, the proposal is formally titled “Proxy Solicitation Modernization” and carries File No. S7-2026-33. The Commission said its objective is to account for technological developments since the affected rules were adopted or last amended, simplify compliance for registrants and reduce potential investor confusion.

The package focuses on several pieces of the proxy infrastructure rather than rewriting the entire federal voting framework. It would eliminate the requirement that registrants deliver an annual report to security holders in connection with certain director elections, remove a 20-business-day delivery deadline when specified information is incorporated by reference into proxy materials, eliminate the Notice of Exempt Solicitation regime, shorten the minimum broker-search period, and require a designated contact on proxy and information statement cover pages. The SEC also proposed technical and conforming changes across Regulation 14A, Regulation 14C and related securities-law forms.

The annual-report change is among the broadest operational revisions. Rule 14a-3 currently generally requires that a proxy statement for a shareholder meeting at which directors are elected be accompanied or preceded by an annual report to security holders. Companies have historically satisfied that requirement through a traditional annual report, a Form 10-K “wrap,” or, in permitted circumstances, the Form 10-K itself. The Commission said the system has become increasingly duplicative because most of the information required in the shareholder annual report also appears in the Form 10-K and is readily available electronically.

Under the proposal, a company would no longer have to physically or electronically deliver a separate annual report to shareholders merely to satisfy Rule 14a-3. Instead, before furnishing a proxy statement for the relevant meeting, the registrant could satisfy the requirement by having its most recent Form 10-K already filed on EDGAR. A registrant without an applicable Form 10-K on file could instead furnish a compliant annual report on EDGAR. Companies would remain free to distribute traditional annual reports voluntarily if they consider them useful for investor communications.

The proposal would also remove the stock-performance graph requirement for most registrants. Item 201(e) currently calls for a five-year comparison of a company’s cumulative total shareholder return against a broad market index and an industry, line-of-business or peer-company benchmark. The Commission argues that comparable performance information is now widely accessible through online market-data services. Investment companies subject to the existing graph requirement—principally business development companies and face-amount certificate companies in this context—would retain it, with the disclosure shifted to Form 10-K.

The SEC’s economic analysis illustrates why the annual-report component is significant from a compliance perspective. Registrants submitted 3,157 annual reports to security holders during 2025, according to the proposing release. The Commission estimates that roughly 90% of registrants filing Schedule 14A proxy statements or Schedule 14C information statements could rely on a previously filed Form 10-K under the proposed framework. On that assumption, the annual-report substitution alone could reduce aggregate compliance costs by approximately $3.5 million annually. Separately, eliminating the stock-performance graph for most companies is estimated to reduce annual compliance costs by about $3.9 million.

A second major element targets an existing 20-business-day rule associated with incorporation by reference. Note D.3 to Schedule 14A generally requires a proxy statement incorporating specified information by reference to be sent to shareholders no later than 20 business days before the meeting. Forms S-4 and F-4 impose similar timing requirements in certain transactions when information about a registrant or acquisition target is incorporated by reference into a prospectus sent ahead of a shareholder vote.

The SEC proposes eliminating those federal minimum periods. Its rationale is that the rules were adopted before EDGAR became the central public repository for securities filings, when investors could need additional time to obtain paper documents incorporated into proxy materials or transaction prospectuses. Today, the underlying filings generally can be retrieved online at no charge. Removing the 20-business-day requirement would not erase every timing obligation surrounding shareholder meetings or transactions, but it would remove the specific federal timing floor created by these incorporation-by-reference provisions.

The change could be particularly relevant to mergers and other business combinations requiring shareholder approval. In its economic analysis, the SEC said the current waiting period may expose transactions to additional market volatility, regulatory developments or competing bids while the clock is running. Removing it could give issuers and transaction counterparties more flexibility in scheduling votes and completing deals. The agency also acknowledged a tradeoff: shortening the interval could leave some investors less time to locate, obtain and review incorporated documents before voting.

The third pillar would eliminate Rule 14a-6(g) and the related Notice of Exempt Solicitation. The current rule generally requires a person beneficially owning more than $5 million of a company’s securities to submit certain written soliciting materials to the SEC when conducting an exempt solicitation that does not seek proxy authority. Such submissions appear on EDGAR under the PX14A6G filing type and have become a frequently used channel for shareholder communications around annual meetings.

The Commission said the filing mechanism no longer performs its original function efficiently. The rule was designed to give companies and investors visibility into otherwise non-public solicitations by large shareholders. In recent years, however, the SEC found that many filings were voluntary or duplicated material already public through other channels. The proportion of notices identified as voluntary because the filer owned $5 million or less of the relevant securities rose from about 40% in 2018 to approximately 80% in 2025. The agency said these filings can appear alongside mandatory company disclosures on EDGAR and potentially make required documents more difficult to identify.

Rescinding Rule 14a-6(g) would eliminate both the mandatory notice obligation and the EDGAR filing channel itself. Shareholders could still communicate through press releases, direct engagement, websites, third-party platforms and other permissible methods, and applicable antifraud requirements would continue to govern solicitation communications. The change therefore concerns where and how certain communications are filed rather than prohibiting the underlying shareholder engagement. The SEC estimates approximately $284,000 in annual monetized compliance savings from eliminating the notices, based on the filing volume used in its analysis.

The Commission also recognized potential costs. EDGAR provides a centralized, inexpensive distribution point for exempt solicitation materials, particularly for institutional shareholders seeking to reach a broad investor audience. Removing the notices could make those communications less convenient to locate and could eliminate a source that some companies use to monitor shareholder concerns. The SEC cited research indicating that such filings receive meaningful attention from investment banks and financial-information users, and it requested comment on whether alternative mechanisms could preserve useful access while addressing concerns about voluntary filings.

The most consequential timing change for proxy mechanics may be the proposed revision to Rule 14a-13. Under the current rule, a registrant generally must initiate a “broker search” at least 20 business days before the record date for a shareholder meeting. The process allows a company to determine how many sets of proxy materials intermediaries need to forward to beneficial owners whose securities are held in street name. The 20-business-day minimum dates to an era when the process involved much more extensive paper handling and multi-step communications among brokers, banks and other record holders.

The SEC proposes reducing that minimum from 20 business days to five. The agency said internet-based communications, automation and proxy-service providers have substantially accelerated the process and that broker searches can now often be completed in as few as three days. A shorter minimum could permit companies to establish record dates closer to the relevant corporate action and could reduce delays in transactions, special meetings, contested director elections and other proxy contests.

There is an important implementation issue embedded in that proposal. Existing Rules 14b-1 and 14b-2 generally give brokers and certain banks up to seven business days to provide some responses to broker-search inquiries, longer than the proposed five-business-day minimum. The Commission specifically asked whether those response periods should also be shortened. Unless the surrounding intermediary rules are aligned, some issuers could find that the formal five-day minimum does not always translate into a five-day operational process.

The shorter window could also have consequences in the securities-lending market. Institutional investors frequently lend shares but may seek to recall them when they want to vote at an important meeting. Under the existing framework, an institution that becomes aware of an upcoming record date during the broker-search process can have considerably more time to initiate a recall. Compressing the minimum period to five business days could reduce that flexibility, although the SEC noted that the current T+1 settlement cycle may mitigate some operational risk.

At the same time, the SEC said shortening the period could reduce opportunities for investors to obtain non-public knowledge of an upcoming record date through intermediary networks before wider disclosure. The agency also examined whether a smaller window might reduce certain forms of so-called empty voting, in which voting rights become separated from substantial economic exposure through share borrowing or related transactions. The Commission stressed that the prevalence and economic significance of such practices are uncertain and that the potential benefits and costs cannot be reliably quantified.

The proposal would add one notable disclosure requirement even as it removes others. Schedule 14A proxy statements and Schedule 14C information statements would have to identify a representative who can respond to questions or comments about the filing. The cover page would include the representative’s name, address and telephone number, with an email address permitted to serve as the address. The SEC said the information could help its staff identify the correct filing contact more quickly and could also provide shareholders with a more direct route for questions.

The Commission estimates the new contact-information obligation would cost approximately $62.50 per affected filing. Applied to an estimated 6,111 Schedule 14A and Schedule 14C filings annually, that translates to about $380,000 in aggregate annual cost. Together with the expense associated with relocating the stock-performance graph for the limited investment-company population that would retain it, total quantified annual costs under the package are estimated at approximately $445,688.

Against those costs, the SEC calculates approximately $7.746 million in total annual monetized benefits from the provisions for which it could develop dollar estimates. Those figures principally reflect lower compliance burdens from substituting Form 10-K for separately prepared annual-report requirements, eliminating most stock-performance graphs and ending Notices of Exempt Solicitation. The economic analysis emphasizes that the figures are incomplete: important effects associated with deal timing, investor information access, broker searches, securities lending and shareholder campaigns could not be reliably monetized.

The universe potentially affected is large. As of the end of 2025, the SEC estimated that 5,357 companies had a class of securities registered under Section 12 of the Exchange Act, including 142 business development companies. About 4,527 of those companies, or 85%, filed proxy materials during 2025. The agency separately estimated that 2,720 registered investment companies were subject to the federal proxy rules, with 816 filing proxy materials during the year. The regulatory effects therefore extend beyond conventional operating companies to funds, advisers, intermediaries and service providers involved in the voting infrastructure.

The modernization proposal arrived alongside a separate SEC proposal concerning Rule 14a-8 and Rule 14a-4, but the two rulemakings are distinct. Chairman Paul Atkins described the broader September 16 actions as part of an effort to review longstanding rules against present-day market practices and technology. For issuers and capital-markets practitioners, the proxy-modernization release is primarily an operational reform package: fewer duplicative delivery obligations, potentially faster meeting and transaction schedules, a different architecture for exempt-solicitation communications, and more reliance on electronic access to information.

Market participants now have an opportunity to challenge or refine those assumptions. Among the questions the Commission is seeking comment on are whether five business days is an appropriate broker-search minimum, whether financial institutions would have adequate time to recall loaned shares, whether intermediary response deadlines should also be shortened, whether investment companies require different treatment, and whether eliminating the centralized Notice of Exempt Solicitation removes information that investors continue to value.

The proposal is not yet a final rule, and companies must continue to comply with the existing proxy framework while the rulemaking proceeds. The public-comment period will remain open for 60 days after publication of the proposing release in the Federal Register. The final shape of the reforms will therefore depend on the Commission’s review of feedback from issuers, institutional investors, broker-dealers, banks, proxy-service providers, asset managers, governance groups and other market participants. If adopted substantially as proposed, however, the package would move several important pieces of U.S. proxy infrastructure away from timing and delivery conventions established for a paper-based market and toward a framework built around EDGAR, digital distribution and faster intermediary processing.