SEC Proposes Amendments to Modernize Proxy Solicitation Process, Seeks to Rescind Rule 14a-8

The US Securities and Exchange Commission has proposed amendments intended to modernize the proxy solicitation process by eliminating or shortening several longstanding delivery, filing, and timing requirements. In a separate proposed rulemaking, it also proposes the rescission of Rule 14a-8, which outlines when shareholder proposals must be presented in a public company’s proxy statement, and seeks to broaden a company’s ability to exercise discretionary proxy voting authority. 

On September 16, 2026, the US Securities and Exchange Commission (SEC) proposed amendments to the proxy solicitation rules that, if adopted, would update requirements the SEC says have been overtaken by the development of EDGAR, widespread internet access, and electronic communications.

The proposed amendments are intended to increase efficiency and reduce duplicative requirements and compliance burdens for companies and large shareholders. In a move that current SEC Chaiman Paul Atkins has signaled for some time, the SEC also proposed the rescission of Rule 14a-8 in a separate rulemaking released concurrently.

PROXY SOLICITATION PROPOSAL

The federal proxy rules, established under Regulation 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), provide the regulatory framework for the solicitation of proxies by public companies in connection with shareholder meetings.

The SEC contends that over the years technological innovation and shifts in investor communication have rendered many of these requirements outdated, particularly regarding the delivery of documents and handling of shareholder communications.

The SEC’s proposed amendments are specifically aimed at modernizing these rules, reducing duplicative or unnecessary disclosures, and ensuring that proxy processes are aligned with how shareholders now access information, i.e., primarily through electronic means such as the EDGAR system.

SUMMARY OF PROPOSED AMENDMENTS

As outlined below, the SEC’s proposed amendments focus on five principal areas, each targeting enhanced efficiency, reduced burdens, and greater alignment with contemporary communication tools:

1. Elimination of Annual Report Delivery Requirements

Current Exchange Act Rule 14a-3(b) generally requires a proxy statement for a meeting at which directors will be elected to be delivered with, or preceded by, an annual report. The proposed amendments would remove this obligation for companies that have already filed an Annual Report on Form 10-K for the most recent fiscal year. In other words, companies would no longer be required to deliver a separate annual report to shareholders (ARS).

The SEC notes that, with easy access to these filings via EDGAR, the ARS delivery requirement is redundant because the information mandated in the ARS, such as financial statements and management’s discussion and analysis, is largely duplicative of disclosures in Form 10-K.

The proposal would also eliminate the stock performance graph in ARS filings for all registrants except investment companies, which would be required to provide it in their Forms 10-K.

2. Elimination of Proxy Statement Delivery Deadline When Incorporated by Reference

Currently, when a company incorporates documents by reference into its proxy statement, it must deliver the statement at least 20 business days before the shareholder meeting. The proposed amendments would rescind this deadline seeing as incorporated documents are readily available to shareholders via EDGAR and can be sent electronically upon request.

While eliminating the requirement could provide additional flexibility in annual meeting and transaction timelines, other timing requirements, including applicable state law requirements and the time needed to solicit votes, would continue to apply.

3. Rescission of Notice of Exempt Solicitation Requirement

Exchange Act Rule 14a-6(g) presently requires certain large shareholders to submit a Notice of Exempt Solicitation on EDGAR if they conduct specified written exempt solicitations. The proposed amendments would eliminate this requirement for both mandatory and voluntary notices.

This proposed change is intended to reduce compliance burdens for shareholders and improve the clarity of information presented on company EDGAR pages.

4. Shorten The Minimum Broker Search Period

Under current rules, companies are required to conduct a “broker search” to determine the number of proxy materials needed for beneficial owners, and such broker search must be initiated at least 20 business days before the record date for the shareholder meeting. The proposed amendments, if adopted, would shorten this minimum period from 20 business days to five business days.

Corresponding changes would apply to information statements, which are delivered to shareholders when certain corporate actions are occurring but management is not seeking shareholders’ proxy votes because the requisite consent was already secured.

In support of this proposed change, the SEC states that broker searches can now often be completed in as few as three days and the existing 20-business-day period may unnecessarily delay transactions, special meetings, and contested director elections.

Notably, however, the proposed amendments would not shorten the existing seven-business-day response periods for brokers and banks under Exchange Act Rules 14b-1 and 14b-2. The SEC specifically requests comment on whether those response periods should also be shortened, including potentially to three business days, because such deadlines otherwise could extend beyond the proposed five-business-day minimum broker search period.

5. Contact Information and Technical Amendments

To enable easier shareholder inquiries and feedback, the proposed amendments would require the cover pages of Schedule 14A proxy statements and Schedule 14C information statements to include the name, address (which address may be an email address), and telephone number of a representative authorized to receive communications regarding the filing.

The proposed amendments also include various technical amendments to remove obsolete references and correct typographical errors in the proxy rules.

PROPOSED RESCISSION OF RULE 14a-8

Exchange Act Rule 14a-8 has long defined the circumstances under which public companies are required to include shareholder proposals in their proxy materials distributed to investors.

Under the existing framework, Rule 14a-8 establishes the “default” position that, subject to specific eligibility criteria, a shareholder proposal must be presented in the company’s proxy statement unless it may be excluded based on prescribed procedural and/or substantive criteria outlined in the rule.

The SEC’s proposal seeks to rescind Rule 14a-8 in its entirety, thereby leaving the decision to include shareholder proposals in proxy materials to state law and a company’s governing documents, as applicable. The primary rationale posited by the SEC is that Rule 14a-8 exceeds its statutory authority, pursuant to which the agency is authorized to regulate the proxy solicitation process but not the substantive rights of shareholders to present proposals for a vote, which is a matter of state law.

While Rule 14a-8 governs when a shareholder proposal must be included in the company’s proxy materials, a shareholder may instead seek to conduct its own solicitation with its own proxy materials.

Currently, under Rule 14a-4(c)(2), a company may not exercise discretionary voting authority on proposals that are omitted from the company’s proxy materials if a shareholder proponent conducts its own solicitation and distributes its own proxy materials to holders of at least the percentage of the company’s voting shares required under applicable law to carry the proposal and satisfies certain procedural requirements.

SEC proposes to amend Rule 14a-4(c) to provide companies more discretion to vote proxies on proposals not included in their proxy materials, but with safeguards—such as the required checkbox—to ensure shareholders can withhold such discretionary authority for their own shares.  

NEXT STEPS

The SEC has opened a 60-day public comment period following the publication of each of the proposing releases in the Federal Register. While the proposed amendments remain subject to public comment and may change before adoption, public companies may wish to begin considering how the proposed changes would affect proxy-season and transaction planning.

In particular, companies may wish to:

• Review annual report practices, including whether the company would continue to prepare or distribute a separate annual report if delivery is no longer required and how the proposed elimination of the stock performance graph would affect existing disclosure practices.
• Assess proxy and transaction calendars to identify the extent to which the current 20-business-day incorporation by reference requirement or broker search period drives timing, and consider the flexibility that the proposed changes could provide.
• Coordinate with proxy solicitors, brokers, banks, and other intermediaries regarding operational implications of a five-business-day broker search period, particularly given the existing seven-business-day intermediary response periods.
• Consider how the elimination of Notices of Exempt Solicitation could affect monitoring of shareholder communications and whether processes for identifying exempt solicitations through other public channels should be adjusted.
• Evaluate whether to submit comments to the SEC, including on the proposed five-business-day broker search period, intermediary response periods, annual-report delivery changes, and elimination of the Notice of Exempt Solicitation.