SEC Staff Intends to Object to Voluntary Submissions of Exempt Solicitations

Publicly filing voluntary Notices of Exempt Solicitations has become a popular and low-cost way for shareholder proponents to raise the profile of their proposals shortly before a company’s annual meeting. Citing the widespread use of these voluntary filings and concern regarding the use of SEC processes for unintended purposes, on Friday, the SEC Staff updated its long-standing policy and stated that it intends to object to future filings of Notices of Exempt Solicitations where not required by SEC rule.

• The change was implemented through a revised answer to Question 126.06 of the Staff’s Compliance and Disclosure Interpretations (“C&DIs”) regarding proxy rules.
• SEC Rule 14a‑6(g)(1) requires any person who engages in an exempt solicitation relating to a shareholder vote and owns over $5 million of the relevant class of securities to furnish a Notice of Exempt Solicitation using the SEC’s EDGAR public filing system. The previous version of Question 126.06 stated that the Staff would not object to a voluntary submission of a Notice of Exempt Solicitation by persons who do not meet the $5 million ownership requirement of Rule 14a‑6(g)(1).
• As discussed in our 2025 Proxy Season Review, there were 220 notices of exempt solicitation submitted to the Commission in the first half of 2025. A substantial majority were voluntary submissions, and just five frequent shareholder proponents (As You Sow, John Chevedden, Green Century, National Legal and Policy Center and Bowyer Research) accounted for 113 of these filings.
• As revised, Question 126.06 reverses this position and states that the Staff will now object to a voluntary submission of a Notice of Exempt Solicitation. The update explains that the purpose of Rule 14a‑6(g) is to alert the public to exempt solicitations by large shareholders and that the Staff “has observed in recent years that the vast majority of Notices of Exempt Solicitation are now voluntary submissions by persons who do not beneficially own more than $5 million of the class of subject securities, and voluntary submission of such notices on EDGAR appears to be primarily a means to generate publicity.”

Proponents will now have to resort to other means to widely publicize their voting intentions, such as press releases, which are costly and could further chill such activity. This latest update reflects a continuation of the SEC’s recent scrutiny of the Rule 14a-8 shareholder proposal process, including recent announcements by both the SEC and its chairman.