WASHINGTON D.C. — SEC Chairman Paul S. Atkins issued two proposing releases related to proxy rules on the same day. "The proposals reflect two of my highest regulatory priorities," Atkins said.

The proposed amendments to Rule 14a-4(c) are intended to provide companies with greater flexibility regarding discretionary proxy voting authority. They are also intended to provide shareholders with greater control regarding the same authority, balancing interests between management and investors.

The Commission also proposed rule amendments to eliminate the requirement that companies deliver an annual report to security holders. This change removes a longstanding obligation for physical or digital delivery of these documents to all holders.

Further amendments would eliminate the delivery deadline when documents are incorporated by reference into a proxy statement. This adjustment allows companies more time to finalize and distribute materials that are referenced rather than included in full.

The Securities and Exchange Commission proposed rule amendments to eliminate the requirement to submit Notices of Exempt Solicitation. The agency also proposed eliminating the ability to submit these notices entirely, streamlining the solicitation process.

Another technical change involves broker search periods. The Securities and Exchange Commission proposed rule amendments to shorten the minimum broker search period from 20 business days to five business days.

Public comment periods for the proposed rules will remain open for 60 days following publication of the proposing releases in the Federal Register. This window allows stakeholders to provide input before final rules are adopted.

Timeline

On September 16, 2026, the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. On the same date, the Securities and Exchange Commission proposed amendments to Rule 14a-4(c) under the Securities Exchange Act of 1934.

Also on September 16, 2026, the Securities and Exchange Commission stated that Rule 14a-8 exceeds the scope of the Commission's statutory authority. The agency further stated on that date that Rule 14a-8 intrudes into matters of state law. Rescinding Rule 14a-8 would leave determinations about the role of shareholder proposals to state law and company governing documents, a consequence noted on September 16, 2026.

SEC Chairman Paul S. Atkins commented on September 16, 2026, that today’s proposals demonstrate his focus on ensuring that the Commission’s rules are within the agency’s statutory authority and reflect policy positions grounded in current and anticipated market practice and modern technologies. He identified two key goals on that date: first, ensuring that the Commission does not improperly intrude into state corporate law when applying the federal securities laws, and second, updating the Commission’s rules to reflect developments in market practice and technology, and other innovations, since the rules’ adoption or last amendment.

Why It Matters

The accompanying amendments to Rule 14a-4(c) aim to provide both companies and shareholders with greater flexibility and control over discretionary proxy voting. Changes such as shortening the broker search period from 20 to five business days and eliminating annual report delivery requirements reflect an effort to update rules for modern market practice and technology, as stated by SEC Chairman Paul S. Atkins.