The SEC Proposes to Modernize and Streamline Proxy Solicitation Rules

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On September 16, 2026, the Securities and Exchange Commission (“SEC”) published proposed amendments to modernize certain of its rules and forms related to proxy solicitations.^[1] The proposed amendments are intended to update the SEC’s proxy rules to account for technological developments and updated shareholder communication methods since these rules were adopted or last amended.

Key Proposed Changes

The proposed amendments (the “Proposed Rules”) include five key changes to the federal proxy rules, each of which is summarized below.

Elimination of Requirement to Deliver an Annual Report to Security Holders

Currently, SEC Rule 14a-3(b) requires that if a proxy solicitation relates to an annual meeting at which directors are to be elected, the proxy statement must be accompanied or preceded by an annual report to security holders (an “ARS”).

The Proposed Rules would eliminate the ARS delivery requirement. 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 most recent fiscal year on EDGAR, or (ii) the furnishing of an ARS on EDGAR that meets the rule’s requirements.

The SEC noted that the information in the ARS largely overlaps with the Form 10-K, as both must include annual audited financial statements and an MD&A section. Based on SEC staff analysis, approximately 90% of registrants filing proxy statements would be expected to rely on a previously filed Form 10-K to satisfy the amended Rule 14a-3(b) obligation.

The proposal would also eliminate the stock performance graph requirement for all registrants other than investment companies and BDCs. Nothing in the proposed rules would prevent registrants from voluntarily sending an ARS to security holders so long as it is also filed on EDGAR, and it will continue to fall outside the scope of Section 18 liability under the Exchange Act since an ARS will remain furnished, not filed. 

Elimination of 20-Business-Day Delivery Deadline for Incorporated Documents

Current Note D.3 to Schedule 14A requires registrants to send proxy statements to shareholders no later than 20 business days prior to the meeting date if a document is incorporated by reference into the proxy statement. Similar requirements exist in Form S-4 and Form F-4 for business combination transactions.

The Proposed Rules would eliminate Note D.3 and the corresponding requirements in Forms S-4 and F-4. The SEC noted that these requirements were adopted before EDGAR was established and that documents incorporated by reference are now publicly available on EDGAR without charge. For business combination transactions in particular, this change could reduce delays, costs, and uncertainty caused by the current 20-business-day waiting period.

Elimination of Requirement to Submit Notices of Exempt Solicitation

Under current Rule 14a-6(g), large shareholders (those beneficially owning more than $5 million of a registrant’s securities) conducting written, non-public exempt solicitations under Rule 14a-2(b)(1) must furnish a Notice of Exempt Solicitation on EDGAR.

The Proposed Rules would rescind Rule 14a-6(g) and eliminate Notices of Exempt Solicitation entirely — both mandatory and voluntary submissions.^[2] The SEC found that the vast majority of recent Notices of Exempt Solicitation were either voluntary submissions by shareholders below the $5 million threshold or about already-public information. The SEC further noted that shareholders have alternative means to communicate their views, including press releases, third-party websites, and direct engagement, and that eliminating the submissions would reduce investor confusion and improve accessibility of information on EDGAR filing pages.

Shortening the Minimum Broker Search Period

Under current Rule 14a-13, registrants must conduct a “broker search” — inquiring of record holders about the number of proxy materials needed for beneficial owners — at least 20 business days prior to the record date.

The proposed amendment would shorten the minimum broker search period from 20 business days to five business days. The SEC noted that technological advancements have substantially shortened the process and that broker searches can now often be completed in as few as three days. The shorter period would reduce transaction delays, costs, and uncertainty, particularly for M&A votes and proxy contests.^[3]

The SEC acknowledged that the shortened period may reduce time for dissidents to acquire shares or coordinate with investors in advance of a record date and may reduce time for institutions to recall loaned shares for voting purposes. However, the SEC believes these potential negative impacts are outweighed by the benefits of a shorter timeframe.

Contact Information Requirement and Technical Amendments

The proposed amendments would revise the cover pages of Schedule 14A and Schedule 14C to require contact information (name, address, and telephone number) for a representative of the filing person who can respond to questions or comments regarding the filing. The address may be an electronic mail address. The Proposed Rules would also make various technical amendments, including removal of obsolete references and correction of typographical errors.

Relationship to Other SEC Proposals

The SEC published these proposed amendments concurrently with a separate proposal to rescind Rule 14a-8 (governing shareholder proposals in company proxy materials) and to amend Rule 14a-4(c) (regarding discretionary voting authority) (Release No. 34-106383). See Maynard Client Alert on the concurrent proposal here. Additionally, the SEC previously proposed Regulation E-Delivery (Release No. 33-11430, published July 21, 2026), which would provide for a default electronic delivery of regulatory documents under the federal securities laws. See Maynard Client Alert on the SEC’s electronic delivery proposal here. Companies should evaluate the combined impact of these proposals on their proxy compliance processes.

Comment Period

The public comment period will remain open until November 20, 2026.

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Group.

This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.

^{[1] Release Nos. 33-11439; 34-106385; File No. S7-2026-33.
[2]  In January 2026, the SEC Staff indicated that it would object to voluntary Notices of Exempt Solicitation, which it believed were being used for publicity purposes.  SEC Division of Corporation Finance Interpretations (“CFIs”), Proxy Rules and Schedules 14A/14C, Question 126.06 (January 23, 2026).  The proposed amendments would eliminate Notices of Exempt Solicitation altogether, whether required or voluntary.
[3] The SEC’s proposed amendment to Rule 14a-13 would build upon and formalize a position that the SEC Staff took in January 2026, where the Staff said it would not object if a registrant conducted its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes that its proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13.  SEC CFIs, Proxy Rules and Schedules 14A/14C, Question 133.02 (January 23, 2026).}