SEC Updates Proxy Rules And Schedules C&DIs

Today, the SEC's Division of Corporation Finance updated several Compliance and Disclosure Interpretations (C&DIs), including on the proxy rules and schedules. The updates revise two existing questions under Rule 14a-6 and add new questions under Rules 14a-13 and 14c-2. These C&DIs include two notable changes:

• The SEC staff will now object to "voluntary" Notices of Exempt Solicitation submitted by holders below the $5 million threshold in Rule 14a-6.
• The staff will not object to broker searches conducted fewer than 20 business days before the record date if the registrant reasonably believes proxy materials will still be timely disseminated.

Rule 14a-6

The staff is drawing a sharper line around the use of Notices of Exempt Solicitation (filed on Form PX14A6G). Revised Question 126.06 states that Rule 14a-6(g)(1) requires only those soliciting shareholders who beneficially own more than $5 million of the relevant securities to file a Notice of Exempt