SEC Proposes Revisions to Notice and Access Provisions of Proxy Rules

On October 14 the SEC published proposed changes to the proxy rules to improve the notice and access model for furnishing proxy materials to shareholders. Specifically, it proposes revisions to provide additional flexibility regarding the format of the Notice of Internet Availability of Proxy Materials that is sent to shareholders. The proposal also provides guidance about the current requirement for the Notice to identify the matters intended to be acted on at the shareholders’ meeting. In addition, the SEC proposes a new rule that will permit issuers and soliciting shareholders to include explanatory materials regarding the process of receiving and reviewing proxy materials and voting, as well as revisions to the timeframe for delivering a Notice to shareholders when a soliciting person other than the issuer relies on the notice-only option.

Comments should be received on or before November 20, 2009.