On September 16, the SEC proposed amendments to modernize its proxy solicitation framework, address developments since certain requirements were adopted or last amended, and simplify compliance for registrants. The proposal focuses on requirements associated with annual reports, incorporated documents, exempt solicitations, and the broker search process.
The proposal would also update certain requirements for proxy and information statements and amend related provisions under the Securities Act, Exchange Act, Regulation S-K, Regulation S-T, and Trust Indenture Act, as well as several SEC forms and schedules. These technical and conforming changes would align current provisions with the proposed amendments to the proxy solicitation framework.
If adopted, the amendments would:
- remove the requirement for registrants to provide an annual report for security holders
- eliminate the delivery deadline for documents incorporated by reference into a proxy statement
- remove the requirement to file soliciting materials for certain exempt solicitations
- shorten the minimum broker search period for proxy solicitations
- require contact information for an authorized person on proxy and information statement cover pages
For more information on the rule proposal, click here. The comment period will remain open for 60 days following publication in the Federal Register.
Sources:
SEC Proposes Rescission of Shareholder Proposal Rule and Reforms to Proxy Solicitation Process (sec.gov)
Proposed Rule (sec.gov)
Fact Sheet (sec.gov)
