SEC Issues Guidance Easing Broker Search Timing Requirements For Proxy Materials

On January 23, 2026, the staff of the Division of Corporation Finance (the Staff) at the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the timing of broker searches required under Rule 14a-13 and Rule 14c-7(a)(3). This guidance was issued as part of a broader set of Compliance and Disclosure Interpretation (CDI) updates the Staff issued on the same date. The new CDI Question 133.02, set forth below, clarifies that registrants may conduct broker searches less than 20 business days before the record date for shareholder meetings, provided they reasonably believe proxy materials will be timely disseminated to beneficial owners and otherwise comply with Rule 14a-13. The CDIs reflect the views of the Staff and do not themselves amend SEC rules.