The SEC’s proposed Regulation E-Delivery could change how public companies distribute proxy materials and plan annual shareholder meetings. Introduced on July 16, 2026, through Electronic Delivery of Information Under the Federal Securities Laws, the proposal would permit electronic delivery without first obtaining affirmative consent, subject to specific conditions.
It would also amend Exchange Act Rule 14a-16, “Internet Availability of Proxy Materials,” which governs the Notice and Access framework used for notice-only proxy delivery.
As of September 8, 2026, Regulation E-Delivery remains a proposal. Public comments are due September 21, 2026, and existing proxy delivery requirements continue to apply.
What Is Notice and Access for Proxy Materials?
Notice and Access allows companies to make proxy materials available online and notify shareholders how to access them.
Under the notice-only option, a company sends a Notice of Internet Availability of Proxy Materials instead of initially mailing the complete proxy package. The notice explains how shareholders can access the documents, vote, and request paper copies.
Companies can also use full-set delivery, providing the complete package while making the materials available online. The distinction matters for annual meeting planning: the issuer’s notice-only option generally requires notification at least 40 calendar days before the meeting. That particular deadline does not apply to full-set delivery.
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How Would Proxy Notification Deadlines Change?
The SEC’s proposed proxy delivery amendments would:
- Remove the 40-calendar-day notice-only deadline.
- Eliminate paper notice-only delivery while retaining full paper delivery.
- Continue requiring online proxy materials, with electronic delivery available for eligible recipients.
Other applicable federal requirements, state law, and company governing documents would still determine delivery timing. The proposal does not establish a universal replacement meeting-notice period.
Brokers and banks would generally forward electronic availability statements within five business days after receiving the required information, or on a later date specified by the soliciting person. This is a forwarding deadline, not a five-day meeting-notice period.
Does EDGAR Filing Satisfy Shareholder Delivery Requirements?
EDGAR filing and shareholder delivery are separate obligations. Under the proposal, EDGAR would not replace the required website for proxy materials.
For planning purposes, companies should establish distinct milestones for filing, website posting, and shareholder distribution. The team handling EDGAR filing and document conversion should receive the approved documents early enough to complete formatting, proof review, and submission before the related distribution steps.
How Should Companies Prepare Their Annual Meeting Proxy Calendar?
Start with the current annual meeting schedule, then develop a comparison showing which dates could change under the proposal. This makes it easier to identify potential flexibility without overlooking the work needed to prepare materials and support shareholder voting.
- Confirm the meeting date and record date. Review applicable notice requirements with legal counsel and identify which dates must remain fixed. Use those requirements as the starting point for the distribution schedule.
- Identify what currently drives the mailing date. For notice-only meetings, the existing 40-day requirement may determine when proxy materials must be ready. Companies using full-set delivery should examine their own deadlines before assuming the proposal would shorten their schedule.
- Coordinate electronic and paper production. Ask brokers, banks, and distribution providers when they need final documents and delivery instructions. Include time for proxy statement and annual report printing where shareholders will receive paper materials.
- Work backward to drafting, approval, and filing. Set dates for document preparation, legal review, final approval, EDGAR submission, and website posting. Preserve enough time for shareholders to review the materials, request copies, and submit voting instructions.
For example, a June 30 annual meeting generally requires an issuer using the current notice-only option to send its notice by May 21. When comparing a proposed schedule, the company should assess whether a later distribution date would actually help: document approvals, provider processing, and shareholder participation may still favor an earlier date.
Colonial Stock Transfer’s proxy meeting planning and preparation guide outlines the current process and provides a useful starting point for this calendar review.
When Could Companies Use the New Framework?
The proposal provides a two-year interim period after effectiveness, with earlier election permitted subject to its conditions. Final dates remain unset.
Transitioning existing paper recipients would generally require an initial paper notice at least 180 days before electronic delivery begins and a follow-up 30 days before transition. Limited exceptions permit earlier transition after electronic-address confirmation or updating without an opt-out. These periods concern the delivery transition, not the meeting date.
The SEC’s Regulation E-Delivery fact sheet explains the broader eligibility requirements and shareholder protections. Recipients generally must have provided an electronic address, received disclosure about its use, and not opted out. Shareholders would retain the ability to choose paper delivery and request paper copies free of charge.
Companies considering the new framework should therefore map the shareholder transition schedule alongside the annual meeting calendar. That comparison will help determine which meeting could realistically use the new delivery process once the rules are finalized.
Southridge Services supports public companies with document formatting, proofing, EDGAR submission, and financial printing. To discuss those preparation steps for an upcoming annual meeting, contact Southridge Services.
