Base
Proposed RuleOpen for Comment2026-192592026-09-21

Proxy Solicitation Modernization

Securities and Exchange Commission

Abstract

The Securities and Exchange Commission ("Commission") is proposing amendments to modernize certain rules related to proxy solicitations. The proposed amendments would, among other things, eliminate the requirement that registrants deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to file soliciting material regarding certain exempt solicitations, and shorten the minimum broker search period for proxy solicitations. The proposed amendments are intended to update our rules to account for developments since their adoption or last amendment and to simplify compliance for registrants.

Action & Dates

Action
Proposed rule.
Dates
This release was published in the Federal Register on September 21, 2026. Comments should be submitted on or before November 20, 2026.
Effective Date
2026-09-21

CFR References

Topics

Administrative practice and procedureAuthority delegations (Government agencies)BrokersElectronic filingSecuritiesTrusts and trustees

Public Comment

Comments Close
2026-11-20 — Open for comment

Document Excerpt

Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission 17 CFR Parts 200, 229, 230, 232, 239, 240, 249, and 260 [Release Nos. 33-11439; 34-106385; 39-2566; File No. S7-2026-33] RIN 3235-AN63 ( printed page 59852) AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (“Commission”) is proposing amendments to modernize certain rules related to proxy solicitations. The proposed amendments would, among other things, eliminate the requirement that registrants deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to file soliciting material regarding certain exempt solicitations, and shorten the minimum broker search period for proxy solicitations. The proposed amendments are intended to update our rules to account for developments since their adoption or last amendment and to simplify compliance for registrants. DATES: This release was published in the Federal Register on September 21, 2026. Comments should be submitted on or before November 20, 2026. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments Use the Commission's internet comment form ( https://www.sec.gov/​comments/​s7-2026-33/​proxy-solicitation-modernization ). Send an email to rule-comments@sec.gov . Please include File Number S7-2026-33 on the subject line. Paper Comments Send paper comments t

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Full Document

Citation: 91 FR 59852