The SEC Staff’s January 2026 Proxy Rules and Schedules 14A/14C C&DIs Updates

On January 23, 2026, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued new and revised Compliance and Disclosure Interpretations (“C&DIs”) addressing a wide range of proxy-related topics under Exchange Act Section 14 and Schedules 14A and 14C.

While many updates reflect clarifications or modernization of existing guidance, several interpretations meaningfully affect how issuers, shareholders, and other market participants approach proxy solicitations, information statements, and shareholder actions.

Below are the key questions answered by the January 2026 proxy rule updates, and why they matter in practice.

Can Shareholders Still File Voluntary Notices of Exempt Solicitation if they are not subject to Rule 14a-6(g)(1)?

The short answer is no, in most cases. Under revised Question 126.06, the SEC staff clarified that it will now object to voluntary Notices of Exempt Solicitation filed by persons who do not beneficially own more than $5 million of the class of securities subject to the solicitation.

The staff observed that, in recent years, the vast majority of such notices were voluntary and appeared to be used primarily as a publicity mechanism rather than for their intended purpose. Rule 14a-6(g) was designed to provide public notice of exempt solicitations by large shareholders, not to serve as a general communications filing.

Shareholders should no longer assume they can file a Notice of Exempt Solicitation unless the ownership threshold is met. Issuers should expect fewer EDGAR filings reflecting shareholder messaging that previously appeared through voluntary notices.

The SEC’s stated goal is to ensure that its disclosure regime enables investors to distinguish significant information from background noise when reviewing filings.

What are the consequences of a registrant failing to conduct the “broker search” less than 20 business days before the record date?

In new Question 133.02, the staff addressed Rule 14a-13(a)’s requirement that registrants conduct a broker search at least 20 business days before the record date for a shareholder meeting.

Acknowledging that advances in technology have streamlined the broker search process, the staff stated it will not object if a registrant conducts the broker search less than 20 business days before the record date, provided the registrant reasonably believes proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13.

This same flexibility applies to information statements under Rule 14c-7(a)(3). Therefore, Issuers have additional timing flexibility when setting record dates and meeting schedules, though they must still exercise reasonable judgment to ensure timely distribution.

Does Failure to Meet the 20-Day Information Statement Requirement Invalidate Written Consent Actions?

Short answer is no, where the registrant was not involved in the solicitation.

New Question 182.01 clarifies that when corporate action is taken by written consent solicited by a dissident shareholder without the registrant’s knowledge, the effectiveness and timing of that action are governed by applicable state law or the company’s governing documents, not by Rule 14c-2’s 20-calendar-day information statement requirement.

In these circumstances, the staff will not object if the registrant distributes the required information statement as soon as practicable after becoming aware of the written consents, even if the 20-day period has already elapsed.

Registrants are not penalized for failing to meet the information statement timing requirement when they were not aware of the solicitation, and corporate actions are not invalidated solely due to Rule 14c-2 timing issues.

Can Public Communications Still Be Considered Proxy Solicitations?

The short answer is yes. As reaffirmed in Question 101.02, a communication can constitute a proxy solicitation if it is reasonably calculated to influence the voting decisions of security holders, even if the speaker is not formally soliciting proxies or does not plan to file its own proxy statement.

This includes press releases, investor presentations, and social media communications that promote the merits of a transaction requiring shareholder approval. Any such communication that constitutes a solicitation remains subject to Rule 14a-9’s prohibition on materially false or misleading statements, as well as applicable filing requirements.

Companies involved in transactions should continue to treat public communications as potentially regulated proxy materials, even when they are not the formal soliciting party.

Are There Restrictions on How Notices of Exempt Solicitation Are Filed?

The short answer is yes. Several updated interpretations reinforce technical but important limitations, including:

• Written soliciting material may not appear before the Rule 14a-103 information in a Notice of Exempt Solicitation.
• Written soliciting material may only be filed if it has already been sent or given to security holders.
• Communications that do not constitute a “solicitation” under Rule 14a-1(l) should not be filed under Rule 14a-6(g).

These positions emphasize that EDGAR filings should align strictly with the purpose and scope of the applicable exemption. 

Final Takeaways

The SEC staff’s January 2026 proxy rule C&DIs provide clearer boundaries around exempt solicitations, introduce pragmatic flexibility for broker searches and written consent timing, and reaffirm longstanding principles governing proxy solicitations and liability.

For issuers and shareholders alike, the updates underscore the importance of aligning proxy practices with both the letter and the purpose of the federal proxy rules.

If you would like to discuss how these proxy rule interpretations may affect your proxy process, shareholder communications, or transaction planning, our team at Torres & Zheng is available to assist.

Contact Person: Nick L. Torres, Esq. and Zhiqi Zheng, Esq.