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ARTICLE · 02 OCTOBER 2026

SEC Proposes Modernization Of Proxy Solicitation Rules

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The SEC has issued a significant proposal to modernize proxy solicitation rules while simultaneously proposing to rescind the shareholder proposal rule under Rule 14a-8 and amend Rule 14a-4(c). These regulatory changes represent a major shift in how companies and shareholders interact through the proxy process, with potentially far-reaching implications for corporate governance and shareholder engagement.

United StatesCorporate/Commercial Law
Christopher Nickas
Christopher Nickas
Ali Perry
Ali Perry
Liz Walsh
Liz Walsh
Jennifer Zepralka
Jennifer Zepralka
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On September 16, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to modernize the proxy solicitation rules (Release Nos. 33-11439; 34-106385; File No. S7-2026-33) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which govern how companies and others solicit proxies to vote at shareholder meetings. Many of these rules have not been updated in decades. The proposed amendments aim to reduce companies’ compliance burdens by reflecting technological advances and developments in shareholder communication methods since the rules were adopted or last amended, without sacrificing investor protections.

At the same time, the SEC issued its much anticipated proposal to rescind the shareholder proposal rule under Rule 14a-8 and amend Rule 14a-4(c) (read more here).

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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