SEC proposes modernizing proxy solicitation rules and shortening broker search period

The Securities and Exchange Commission proposed on September 21, 2026 a package of amendments to modernize the federal proxy solicitation rules, including the elimination of the annual report delivery requirement and a reduction of the minimum broker search period from 20 business days to five. The proposal, titled Proxy Solicitation Modernization, was published as a proposed rule in the Federal Register (Vol. 91, No. 181) under File No. S7–2026–33 and Release Nos. 33–11439 and 34–106385. Comments are open until November 20, 2026.

The Commission is proposing to amend 17 CFR Parts 200, 229, 230, 232, 239, 240, 249 and 260, the body of rules governing how public companies, investors and proxy intermediaries communicate ahead of shareholder meetings. According to the release, the amendments are intended to update the rules to account for developments since their adoption or last amendment and to simplify compliance for registrants. The action is an economically significant regulatory action under section 3(f)(1) of Executive Order 12866, has been reviewed by the Office of Management and Budget, and is expected to be a deregulatory action under Executive Order 14192.

What the proposal would change

• Eliminate the requirement that registrants deliver an annual report to security holders under Rule 14a–3(b).
• Eliminate the delivery deadline that requires a proxy statement incorporating information by reference to be sent at least 20 business days before the meeting date.
• Eliminate the requirement to submit a Notice of Exempt Solicitation under Rule 14a–6(g).
• Reduce the minimum broker search period under Rule 14a–13 from 20 business days to five business days.
• Require the cover pages of Schedule 14A and Schedule 14C to identify a representative able to answer questions about the filing, with that person’s name, address and telephone number.
• Revise various rules and forms to reflect the amendments and correct errors that are technical in nature.

The Commission states that broker searches can now often be completed within three days, shorter than the proposed five-business-day minimum, and that the current 20-business-day period can lengthen the time needed to complete transactions while adding costs and uncertainty. It also notes that the shortened period would narrow the window in which non-public information about an upcoming record date can be obtained and traded upon.

Comment period and how to respond

Comments must be submitted on or before November 20, 2026, and the Commission asks that only one method be used and that all submissions refer to File Number S7–2026–33.

• The Commission’s internet comment form for the release.
• Email to rule-comments@sec.gov, with File Number S7–2026–33 in the subject line.
• Paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090.

Questions on the proposal may be directed to David M. Plattner or Blake M. Grady, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, at (202) 551–3440.

Estimated costs and companion proposal

The Commission estimates annualized total monetized benefits of approximately $7.7 million per year and annualized total monetized costs of approximately $445,000 per year, using both three percent and seven percent discount rates over a 10-year horizon starting in 2026. The new cover-page contact requirement alone is estimated to cost about $63 per filing across roughly 6,111 Schedule 14A and Schedule 14C filings annually, or about $380,000 in aggregate annual costs.

A companion proposal published the same day, Release No. 34–106383 (File No. S7–2026–32), would rescind Rule 14a–8 in its entirety, on the Commission’s view that the shareholder proposal rule exceeds its statutory authority under section 14(a) of the Exchange Act.

The proposal would reach every public company that solicits proxies, the banks, brokers and other intermediaries that conduct broker searches, and the shareholders and proxy-service providers that rely on the current delivery and notice requirements. If adopted, it would compress the interval between a record date and a shareholder meeting while removing several long-standing delivery and filing obligations.

Source: Federal Register, Vol. 91, No. 181, September 21, 2026, Proposed Rules, p. 59852 (official reference: FR Doc. 2026–19259; File No. S7–2026–33; Release Nos. 33–11439; 34–106385).