Exempt Solicitation Overhaul: Shareholders Signal EDGAR Shift Concerns to SEC

3 February 2026

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By Jack Grogan-Fenn

Major shareholders have stressed concerns to the US Securities and Exchange Commission (SEC) about significant changes to the use of its EDGAR filing platform and exempt solicitation notices, as well as other developments that risk undercutting shareholder rights.

Representatives of several organisations last week met with the commission’s Division of Corporation Finance to express trepidation over the SEC’s decision to object the SEC EDGAR filing platform being used to file Rule 14a-2(b) Notices of Exempt Solicitation by any shareholder holding less than U$5 million in shares of the company to which the exempt solicitation relates. The investors that met with the SEC included AFL-CIO, As You Sow, Ceres, the Interfaith Center on Corporate Responsibility (ICCR) and the Shareholder Rights Group (SRG).

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Key Client Takeaways:

SEC Limits EDGAR Access

• The SEC’s new stance blocks shareholders holding under US$5 million from filing exempt solicitation notices on its EDGAR platform, significantly restricting a previously accessible communication channel.

Shareholder Rights Risk Being Undermined

• Investor groups have warned that the change reduces transparency, hampers informed voting and disproportionately advantages companies and the largest shareholders. ‘Vote no’ campaigns also risk being kneecapped by the change.

Pattern of Restrictive Policies

• The EDGAR shift aligns with broader SEC actions – such as changes to Rule 14a‑8 and ‘no action’ practices – that investors argue favour corporate management over shareholder interests.

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Exempt solicitation notices of on the EDGAR platform offers a vehicle for shareholders to communicate with each other regarding recommendations either in support of or against resolutions put forth for a vote in a company’s proxy statement. The SEC had previously stated that its Staff would not object to a voluntary submission of a notice of exempt solicitation by investors that did not meet the U$5 million ownership requirement.

The change could have an impact on ‘vote no’ campaigns which have been gaining prevalence as an alternative tactic to shareholder proposals in the face of increasing restrictions from the SEC. Filing a notice of exempt solicitation had been a low-cost way for shareholders to publicise their voting intentions and rationale for votes against senior figures at investee companies to other shareholders. Proponents of shareholder proposals also often file exempt solicitations after the proxy statement is published in order to respond to the board’s vote recommendation on the resolution.

“The SEC’s new position on voluntary exempt‑solicitation filings significantly curtails the ability of smaller shareholders to run effective ‘vote no’ campaigns or to respond to board positions on shareholder proposals,” said Thomas Bolger, Senior Stewardship Analyst at Minerva Analytics. By restricting a previously accessible and transparent communication channel, the policy limits investors’ ability to share their views and further concentrates influence with corporate boards and the largest shareholders.

“At a time of growing regulatory uncertainty and declining support for shareholder proposals, ‘vote no’ campaigns had become an increasingly important alternative for investors—particularly after recent changes to the no‑action process complicated the pathway for filing proposals,” he added. “The SEC’s latest restrictions now close off this alternative for most shareholders just as the shareholder proposal process itself faces additional constraints. As a result, long‑standing mechanisms that enable investors to engage, signal concerns, and hold boards accountable have been weakened heading into the 2026 season.”

ICCR warned that the change from the commission “will deprive investors of valuable information needed to evaluate long-term risks and opportunities for their companies” in a statement. “This gratuitous SEC action represents yet another attack on shareholder rights, in particular censoring the ability of all but the very largest shareholders to have an ownership voice in the companies that they hold,” the organisation added.

Sanford Lewis, Director and General Counsel of the SRG, said that cutting off exempt solicitations – which provide fellow investors with material information and recommendations ahead of stockholder votes – erects a very high bar that most investors are unable to meet and “effectively reserves the SEC platform as available only to the largest investors”.

“The SEC’s EDGAR database is the leading public forum and record for disclosures regarding upcoming annual meeting votes,” said Lewis. “The new measure strikingly tilts the playing field and this public record – allowing companies to post to the SEC record their solicitations regarding support for directors or other company initiatives and opposition to shareholder proposals, but cutting off access for most investors to respond. The SEC Division of Corporation Finance should immediately reverse this guidance and restore equitable access to EDGAR for notices of exempt solicitations, or risk further eroding investor confidence and market transparency.”

Lewis added that the new exempt solicitations policy change is “unfair, unnecessary, and contrary to the SEC’s investor protection mission” and results in “direct harm to investors and the market as a whole”. “Capital markets function best when participants have access to more information, not less,” he warned. “These policies severely disadvantage Main Street investors, aligning with the current administration’s apparent tilt toward wealthy, plutocratic interests, and also harm companies by eliminating notice of their shareholders’ activities, reducing visibility into their own investor base and eliminating an opportunity to respond and for a record of investor-company dialogue to be accessible within the SEC database.”

Last year, the SEC undertook several actions which were widely seen as favourable for companies and detrimental for shareholders. This included the controversial decision to not respond to ‘no action’ requests to exclude shareholder proposals during the 2026 proxy season. ICCR last month expressed “concern” about the shift, stating that it “leaves both companies and investors in uncertain, uncharted waters” and “deprives companies and proponents of an orderly and time-honored process”, as reported by Minerva Analytics.

Prior to its change in approach to ‘no action’ requests, the SEC had amended its 14a-8 rule – which governs the filing of shareholder proposals – introducing more stringent requirements over the amount of investment required to file and the support needed to resubmit proposals, as reported by Minerva Analytics. The SEC also replaced Staff Legal Bulletin (SLB) 14L with new guidance in SLB 14M last February which reinstated prior staff guidance on micromanagement, permitting shareholder proposals to be excluded more easily by companies.

“It is part of a larger pattern at the current SEC of privileging management and issuer power over the rights of the very investors the SEC was charged by Congress to protect, eroding transparency and sound corporate governance,” the SRG said. “It is also part of a larger push by political opponents to reduce or eliminate corporate accountability mechanisms that provide sensible guardrails on corporate conduct.”

Rule 14a-8a has additionally been a focus for Republican policymakers, with the House Committee on Financial Services’ holding a hearing entitled “Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value” last September. The SRG submitted comments criticising the hearing and its potential impact on shareholder rights, as reported by Minerva Analytics. In its letter, the group wrote that “it is unclear why Congress would interfere with this private, market-based system that investors rely on. It is the only tool that gives companies insight into the concerns of its entire investor base, without committing the company to action.”

The SRG also last week branded a survey from the John L. Weinberg Center for Corporate Governance as being “systematically misleading”. While SRG’s Lewis acknowledged that the survey contained some “useful findings”, the group said that the survey “materially distorts its own data through selective framing, methodological flaws, and interpretive errors – raising serious concerns that the report could misinform ongoing policy debates over shareholder rights and the SEC Shareholder Proposal Rule 14a-8. Corporate governance expert Nell Minow recently expressed similar qualms about the survey, stating that it had created “questionable results” as reported by Minerva Analytics.

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Last Updated: 3 February 2026