TheCorporateCounsel.net

The SEC managed to get several rulemaking projects off its desk and on to the OIRA website in advance of the upcoming Labor Day holiday. In addition to the long-anticipated proposal on executive comp disclosure reform that Dave blogged about last week, OIRA added two more SEC proposals to its dashboard on Friday.

The first proposal is currently titled “Shareholder Proposal Modernization,” but in case you’re wondering what the SEC intends to do with shareholder proposals, the dashboard includes the following statement: “we request the title appear on reginfo.gov as “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” Yeah, I think we can pretty much count on participants in the shareholder proposal industry moving immediately to DEFCON 2 on this news.

The second proposal to hit OIRA’s website on Friday is currently titled “Amendments to Certain Proxy Rules.”  The dashboard says that SEC also wants to change the title of this proposal to “Proxy Solicitation Modernization,” and its description says that Corp Fin is considering asking the Commission to “propose amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, to reduce costs and compliance burdens.”

Like the executive comp proposal, these two proposals appeared on the latest edition of the SEC’s Reg Flex Agenda and targeted an October 2026 date for their release. It looks like the SEC’s on track to hit that date, and we’ll be ready to address any proposals that are issued during our Proxy Disclosure and Executive Compensation Conferences to be held on October 12th and 13th in Orlando. In case you needed another reason to register now, I think the SEC just gave you three!

I also want to give a tip of the hat to all of the members who took time out from their weekends to reach out to us to make sure we were aware that these proposals had been posted to the OIRA site. Much appreciated!

– John Jenkins