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ARTICLE · 30 AUGUST 2022

SEC Staff Universal Proxy Compliance And Disclosure Interpretations

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On August 25, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations, 139.01, 139.02 and 139.03.

United StatesCorporate/Commercial Law
Anna T. Pinedo
Anna T. Pinedo
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On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03. The C&DIs, which relate to the universal proxy rule, Rule 14a-19, address proxy contests and disclosure of the proxy notice deadline when a company's advance notice bylaw imposes a deadline that is earlier than the deadline imposed by Rule 14a-19. Below are the three new C&DIs:

Section 139. Rule 14a-19

Question 139.01

Question: Rule 14a-19(a)(1), in conjunction with Rule 14a-19(b), generally requires a dissident shareholder in an election contest to provide the registrant with notice of the names of the dissident shareholder's nominees for whom it intends to solicit proxies at least 60 calendar days before the anniversary of the prior year's annual meeting date. Can a dissident shareholder include in the Rule 14a-19(b) notice the names of more

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