On August 25, 2022, the SEC issued three
Compliance and Disclosure Interpretations (CDIs) regarding
the universal proxy rule (Rule 14a-19). Two of the CDIs (139.01 and
139.02) relate solely to proxy contests and will be covered in a
separate post. This post addresses new CDI 139.03, which should be
considered by any company filing a proxy statement, regardless of
whether the proxy statement relates to a contested solicitation.
CDI 139.03 addresses disclosure of the Rule 14a-19 universal proxy
notice deadline when a company's advance notice bylaw imposes
a deadline that is earlier than the deadline imposed by Rule
14a-19, which is the case for many public companies.
Item 1 of Schedule 14A requires disclosure pursuant to Rule
14a-5(e). That Rule requires a company to disclose in its proxy
statement the deadline, under Rule 14a-19, for a dissident
shareholder to provide notice of its proxy solicitation in support
of its director nominees for election at the next annual
