When a Shareholder Proposal Is Left Off the Proxy Card

On page 170 of the proposing release the Securities and Exchange Commission issued on September 16, 2026, the Commission explains what would happen to shareholders who leave a particular box on a proxy card unmarked. Those “who do not act (including those who fail to act for reasons such as inertia, limited attention, or an interpretation of the default as an implied recommendation) will have their votes cast by management regardless of their actual preferences.”¹ The box does not exist yet. It belongs to a proposed amendment to Rule 14a-4(c). At an annual meeting, it would appear on a company’s proxy card when the company has received timely notice of a shareholder’s proposal, has left that proposal off its card, and still wants to vote the proxies it collects on the proposal.

The release carries two proposals under one title, and the rescission of Rule 14a-8 comes first. That half, which the Commission grounds first in a lack of statutory authority and also in policy, would remove the federal rule, in place in some form since 1942, that requires a company to carry qualifying shareholder proposals in its own proxy statement and on its own proxy card.¹ It is the larger change by far. From 2022 through 2025, 2,363 Rule 14a-8 proposals went to a vote, while in the same four years the release counts 57 proposals voted in contests where a proponent solicited proxies for its own proposals.¹ The Division of Corporation Finance had already stopped responding to Rule 14a-8 no-action requests entirely on August 14, 2026, although companies must still submit notices when they intend to exclude a proposal, as the release notes in a footnote.¹

The second half is shorter and more technical, and it bears on allocators in narrower and more specific ways. The Commission presents it as aligned with the rescission, but it also offers independent justifications, which it says hold “even if the proposed rescission of Rule 14a‑8 is not adopted.”¹ The amendment governs when a company may vote the cards returned to it on proposals it leaves off its own card. It would change the most at annual meetings where the proponent of a timely proposal has met the current rule’s conditions, which center on delivering its own proxy materials to holders of the percentage of shares needed to carry the proposal. That is the situation in which the current rule bars a company that leaves the proposal off its card from voting the cards it receives on it. For that situation, the release says plainly that the amendment would lower the proponent’s odds of success. On some of the effects it analyzes, it says it cannot tell even the direction, including which proposals get submitted once the rescission raises the cost of presenting them (which it calls uncertain in both direction and magnitude) and the amendment’s effect on capital formation at closed-end funds.¹

The rule as it stands

Historically, few shareholders of companies with registered equity have attended meetings to vote in person, and the release begins its discussion of Rule 14a-4(c) with that fact.¹ For shareholders voting by proxy, the federal rules offer two ways to put a proposal to the others. A shareholder can ask the company to include the proposal under Rule 14a-8. Or it can submit the proposal under the company’s governing documents (typically an advance notice bylaw) and conduct its own proxy solicitation for it, with its own materials and at its own expense.¹

What happens today, at an annual meeting, to the cards a company receives on a proposal of the second kind depends on where the proposal sits. If the company prints it on its card, a shareholder can vote for it, against it, or abstain. A card signed and returned with that line left blank is voted as the card says blank cards will be voted, which for a proposal the company opposes means against.¹ If the proposal is off the card and reached the company too late, the company may vote the cards it receives on it at its discretion, provided the proxy statement or card says so.² If the proposal is off the card and arrived on time, the company may still vote the cards at its discretion if the proxy statement gives “advice on the nature of the matter” (in practice, a brief description) and says how the company intends to vote. That authority is lost if the proponent meets three further conditions.² A shareholder using the company’s card where the company holds that authority has no way to refuse it, a position the release cites commentators as calling a “Hobson’s choice.”¹

The three conditions are the core of the current rule. The proponent must tell the company, in time, that it intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares required to carry the proposal. The same statement has to appear in the proponent’s own filed materials. And immediately after soliciting that percentage, the proponent must give the company a statement from its solicitor or another person with knowledge that the necessary steps have been taken to make the delivery.² Once those conditions are met, the company cannot vote a returned card on the proposal.¹ The arrangement traces to a staff no-action letter issued in March 1996, which the Commission effectively adopted into the rule in 1998.¹

A company facing a proponent that has met the conditions, where it does not support the proposal, has a choice the release calls a tradeoff. It can leave the proposal off its card and accept that its card carries no votes on it, or it can print the proposal on its card and collect instructions (and, on blank lines, votes as the card directs) from the shareholders who use it.¹ Universal proxy has added to the pressure to print. Since those rules took effect in 2022, a proponent soliciting for a proposal may list the company’s own director nominees on its card without nominating anyone of its own. In such a “zero slate” campaign, a shareholder holding the proponent’s card can vote for the board and for the proposal on one form.¹ The Commission’s staff identified at least three such campaigns after the rules took effect, and in each one the company put the proponent’s proposals on its own card. In one of them, the company said it did so because the proposal was advisory and it wanted to give its stockholders an opportunity to express their views. The release notes that in the 2026 proxy season at least two further proponents “threatened zero slate campaigns in an effort to exert pressure on companies.”¹

What the amendment would change

The proposed text of Rule 14a-4(c)(2) runs to two clauses. A company with timely notice of a proposal could exercise discretionary authority over it if it includes “[i]n the proxy statement, a brief description of the matter or matters and how the registrant intends to exercise its discretion to vote on each matter,” and “[o]n the form of proxy, a cross-reference to such description in the proxy statement and a box by which a security holder may elect not to confer discretionary voting authority on the same matter(s).”¹ The three conditions are gone. The release says the company could exercise the authority “regardless of whether the shareholder proponent delivers its own proxy materials to holders of the requisite percentage of the company’s shares necessary to carry the proposal.”¹ Proposals that arrive late would be handled much as before (the release proposes clarifying changes to the deadline), with no box.¹

For timely proposals, the amendment does three different things. Where the proponent has not met the conditions, it gives shareholders something they lack today, a way to refuse the company discretion on the company’s own card. Where the proponent has met them, it turns a returned company card with the box left blank, which today casts no vote on the proposal, into a vote cast as the company’s proxy statement said it would be.¹ And where a company now prints such a proposal on its card in order to collect votes on it, the amendment would let the company take the proposal off and still collect votes through discretion, which removes the line on the company’s card where a shareholder could vote for it.¹ The release expects that not all companies would switch, since some may keep printing proposals “for strategic or reputational reasons.”¹

The release addresses the consequences directly. A shareholder who agrees with management “would be better off under the proposed amendments,” because today, where the proponent has met the conditions and the proposal is off the card, such a shareholder’s card can produce only a non-vote on it.¹ A shareholder who wishes to vote opposite management’s intended vote “could be worse off.” It would have to mark the box to reach the non-vote it gets today without doing anything, and where a company switches from printing the proposal to omitting it, a non-vote becomes the best that shareholder can do on the company’s card. Marking the box does not cast a vote. The release says the box “would therefore address one dimension of the default effect,” by preventing management from voting on behalf of shareholders who have not actively chosen that outcome. It also acknowledges that the box “does not . . . provide a mechanism on the company’s card for shareholders who wish to vote opposite management’s recommendation to do so affirmatively.”¹ A shareholder who wants to vote for the proposal would have to return the proponent’s card or vote at the meeting, and a shareholder the proponent did not solicit may not be able to obtain the proponent’s card.¹

Two details shape how the box would work. The description of the proposal is the company’s to write. It is subject to the antifraud rule, Rule 14a-9, but it “remains at the discretion of the company,” and the amended rule “would not establish a right of proponents to comment on, or seek revision of, the description.”¹ And one box may cover every proposal on which the company seeks discretion under the amended paragraph (c)(2), although a company may volunteer more.¹

The Commission’s case

Much of the Commission’s argument for the amendment is sound. Under the current rule, a single proponent decides for every shareholder at once whether the company may use discretion on its proposal, and it decides by choosing how many holders to solicit. The release describes the company’s side of that as a binary choice between printing the proposal and giving up any votes on it through the company’s card, neither of which is costless, and whose costs “the company cannot recover.”¹ It is careful about what those costs are. Most of a company’s work on the proposal is the same either way. The costs that differ are mainly those of including the proposal and the board’s recommendation in the proxy materials and of the active solicitation campaigns some companies undertake when they do, a difference the release asks commenters to quantify.¹ Under the current threshold, the release says, a proponent that may be soliciting less than all shareholders “may be able to effectively obtain inclusion of its proposal on a company’s proxy card that is distributed to all shareholders,” without bearing the full costs of soliciting all of them.¹ The release also notes that proponents may have agency conflicts of their own, pursuing interests that differ from those of other shareholders, and that in those cases the amendment “could benefit (non-proponent) shareholders.”¹

The release says the box, together with the removal of the three conditions, would shift agency “from the proponent to each individual shareholder,” and that it is meant to let shareholders, “particularly those who are not solicited by a proponent,” use the company’s card without being obliged to grant discretion.¹ In Buxton Helmsley’s reading, the box is a plain gain for shareholders facing a timely proposal whose proponent has not met the conditions. For shareholders who agree with management where the proponent has met them and the company omits the proposal, the amendment is a gain as well, although the release notes that the benefit is smaller where the company would have printed the proposal anyway.¹ The Commission also answers one of the objections that helped stop the same idea once before. It proposed this structure in 1997 (a description in the proxy statement, a cross-reference on the card, and a box to deny discretion) and declined to adopt it in 1998, in part because of some commenters’ concerns about potential shareholder confusion.¹ The 2026 release responds that most shareholders now vote on electronic platforms, citing Broadridge’s figure that more than 97 percent of voted shares in the 2025 proxy season were cast electronically through its systems.¹

The release is also candid about the limits of the box. A shareholder using the company’s card who supports an omitted proposal can keep the company from voting its shares against it by marking the box, which produces a non-vote, or can vote for the proposal by returning the proponent’s card instead or voting at the meeting.¹ For the box to counter the default in practice, the release says, shareholders would have to be told about the importance of marking it “through channels independent of the company’s proxy materials,” and “[p]roponents may or may not undertake this effort,” with some facing resource constraints in doing so.¹

Where it would matter

The channel the amendment governs is small, and compared with Rule 14a-8 it sits further from the largest companies. Over 2022 through 2025, the release identifies 69 proxy contests in which a proponent solicited for one or more proposals of its own. Sixty-three also included the proponent’s own director nominees, only nine were initiated by individuals, and 30 targeted closed-end funds. Ten of the contests (14 percent) involved S&P 500 companies; by comparison, 77 percent of Rule 14a-8 proposals over the same years went to S&P 500 companies. At least four were special meetings, which the amended Rule 14a-4(c)(2) would not reach.¹ Thirty-eight contests lasted through a meeting, and 28 of the 57 proponent proposals voted at those meetings, about 49 percent, received enough support to pass. Of the 24 aimed at investment companies, 67 percent passed.¹ Voted Rule 14a-8 proposals over the same period averaged 26 percent support, and about 10 percent of proposals received majority support.¹

Those pass rates come from a channel dominated by director contests, and the release “draw[s] limited inferences” from voting data.¹ It does not report how many of the 57 proposals were printed on company cards and how many were omitted. Its reach will also depend on the rescission. The release says the rescission “could redirect a portion of the existing Rule 14a-8 proposals into the independent solicitation channel, potentially increasing the volume of independent solicitations.” It adds that a switch by even “a very small percentage” of current Rule 14a-8 proposals would “likely more than offset any reduction” in such proposals caused by the amendment.¹

The release is definite about one effect. By allowing companies to vote the cards of shareholders who use the company’s card and leave the box blank, specifically cards that would today be non-votes because the proponent met the conditions, the amendment “reduces the proponent’s expected probability of success.”¹ It adds that the amendment “could also compound the effect on less well-resourced proponents” that the rescission would have, since those proponents would face both higher costs and lower odds of success. Because independent solicitations have historically drawn substantial support, it says, reducing them “could represent a cost,” although in the next sentence it says it “cannot assess with confidence” whether the change in which proposals get submitted would be a net benefit or a net cost.¹ It notes that the likelihood of reaching a vote is “the primary source of proponent leverage” in the negotiations that end many proposals before a vote, and that the direction of the amendment’s effect there “depends on the degree to which the proposed amendments change proponent leverage and negotiating incentives.”¹ It also says that “the available evidence does not establish that management would necessarily” use the added discretion to defeat proposals that would add value.¹

In Buxton Helmsley’s reading, the voting standard decides how much the conversion of blank company cards matters for a particular proposal. The release notes that where a company cannot vote its cards on an omitted proposal, the proposal is more likely to pass under a majority-of-votes-cast standard than under a majority-of-shares-outstanding standard, and that under an outstanding-shares standard a non-vote and an abstention are equivalent.¹ On that basis, where management has disclosed that it will vote against, the conversion of blank company cards from non-votes into votes can move results where a non-vote is left out of the count, and matters little where an unvoted share already weighs against the proposal. The switch from printing to omitting is different. Where a company stops printing a proposal it prints today, a shareholder using the company’s card loses the ability to vote for it under any standard, although the release notes that the effect on outcomes would still depend on the standard.¹

Whose silence counts

The release cites the research literature on default effects, which finds that the option presented as the default is chosen more often than preferences alone would predict, and concludes that shareholders who do not act will have their votes cast by management.¹ It expects the effect likely to be “more concentrated among retail shareholders, who hold a meaningful minority share of most public companies’ outstanding equity.” Institutional investors with dedicated voting teams, the release says, are “unlikely to be materially affected by inertia or limited attention.”¹ It also notes that where management discloses that it will vote for a proposal, a blank box produces a vote consistent with a supporter’s preference, and that the net distributional effect depends on a composition of shareholder preferences that “varies considerably and cannot be assessed in the aggregate.”¹ It also offers another way to read a blank box. The opt-out structure, it says, “can also be analyzed as a form of delegated decision-making.” Where management is better informed about a proposal, it says, delegating voting authority to management “could result in votes that better serve shareholders broadly.” That benefit, the release adds, depends on how well managers’ and shareholders’ interests are aligned and on whether a blank box reflects a decision to delegate rather than inattention.¹

The release’s view of institutions is probably right about inertia. In Buxton Helmsley’s reading, institutions are also likely to be among the holders a proponent solicits in the situation where the change bites hardest, since the current conditions require delivery to holders of the percentage of shares needed to carry the proposal. That is less likely to hold at registered investment companies and business development companies, a group that includes closed-end funds and whose shareholder bases the release describes as often “diffuse, retail-oriented.”¹ For an allocator, the direct exposure is operational rather than behavioral. Where an asset owner has delegated voting to external managers, whether the box is marked depends on the voting policy the manager applies and on how that policy is carried into its voting systems. Whether an existing policy on discretionary authority reaches a box that does not yet exist is a question to put to the manager. The release raises a related point about holders who submit more than one card. Among the matters it suggests companies and proponents could explain in their materials is “the treatment under State law of the proxy cards of a shareholder voting to approve a shareholder proposal on a proponent’s proxy card and later not marking the check box on the company’s card, thereby allowing the company to exercise discretion to vote against the shareholder proposal.”¹ It notes that under state law a later-dated proxy card generally overrides an earlier one, states its belief that electronic voting platforms “should be able” to honor non-conflicting instructions across cards, and asks commenters whether further rules are needed.¹ In Buxton Helmsley’s reading, the same ordering question already exists today for proposals printed on the company’s card, and for omitted proposals on which the company holds discretion, and the amendment would extend it to omitted proposals whose proponents have met the conditions.

The indirect exposure is to lower odds for campaigns an allocator supports, and the release points to where contests with proposals cluster. It notes that contests involving shareholder proposals are more frequent at closed-end funds, and that proposals there may seek tender offers, conversion to an open-end structure, liquidation, or other actions aimed at the gap between market price and net asset value. The amendment, it says, “could have distinct effects” on capital formation by those funds.¹ It cites research finding that attempts to open-end closed-end funds reduced their discounts and that discounts narrowed in anticipation of future campaigns. It acknowledges that the amendments could affect discounts through the expected likelihood that a campaign succeeds, and it states both sides. If reduced shareholder pressure allows discounts to persist, that could constrain additional equity issuance. If it reduces the likelihood of tender offers, conversion, or liquidation, it “could reduce the contraction or elimination of existing closed-end funds.” It also states that “[t]he direction of the resulting effect on capital formation is uncertain.”¹ Where a fund prints a proponent’s proposal on its card today, a switch to omission would remove the line for voting in favor on the fund’s own card whatever the voting standard.

What the record would show

The companion release, Proxy Solicitation Modernization, issued the same day, would remove one public source of information about shareholders’ exempt solicitations. It proposes to rescind Rule 14a-6(g), which requires a shareholder that beneficially owns more than $5 million of a company’s securities to submit a Notice of Exempt Solicitation on EDGAR when it solicits in writing without seeking proxy authority and the material is not already public.³ The Commission gives three reasons: most notices in recent years have been voluntary filings by holders owning $5 million or less, holders have other means of communicating, and companies often learn of these solicitations in other ways. It adds that the change is intended to reduce potential investor confusion, make the filings that remain on a company’s EDGAR page easier to find, and reduce compliance burdens for large shareholders.³ Notices whose filers disclosed that they were filing voluntarily rose from about 40 percent (67 of 169) in 2018 to about 80 percent (228 of 286) in 2025. In January 2026, the Division of Corporation Finance said its staff would object to voluntary submissions, and the release reports that about five voluntary notices have been submitted since.³ What the rescission would remove, then, is mainly the filings of the large holders the rule was designed for. The release acknowledges that the rescission “would eliminate a convenient and low-cost communication channel on EDGAR,” and notes that those filers would keep other channels, including third-party websites, press releases, direct outreach, and independent proxy solicitations. One such website received 126 exempt solicitations from 33 filers between April 21 and May 27, 2026. The release also cites a study finding a positive average stock price reaction when a notice of this kind is first made public.³

Vote reporting would stay as it is. Item 5.07 of Form 8-K requires a company to report, for each matter, “the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter.”⁴ It does not separate votes cast on a shareholder’s instruction from votes cast by a proxy holder under authority conferred by a blank line or by discretion. The release’s only change to Item 5.07 is a deletion from paragraph (d), which concerns the frequency of say-on-pay votes.¹ Blank-line votes on printed proposals already enter the reported totals without distinction. Under the amendment, discretionary votes on omitted proposals would join them in the situation where they are non-votes today.

For a forensic reader, the brief description, which the current rule already requires, would take on more weight. If Rule 14a-8 is rescinded and Rule 14a-4(c)(2) amended as proposed, the release notes, the only circumstance in which the federal proxy rules would expressly require a company to identify or describe a shareholder proposal in its proxy materials would be when it seeks discretionary authority under the amended Rule 14a-4(c)(2).¹ Where the proponent is conducting an independent, non-exempt solicitation that the company knows or reasonably should know of, a company that does not expressly support the proposal (which a disclosed intention to vote against it would satisfy) would have to file its proxy statement in preliminary form, at least 10 calendar days before definitive copies are sent.¹ Buxton Helmsley would read that preliminary description against the proponent’s own text. It would not compare reported support for a proposal across years, or across companies, without first establishing from the proxy statement whether the company printed the proposal or voted on it by discretion. And in any engagement conducted through the proxy process, it would plan on the basis that, at an annual meeting where the company has disclosed how it intends to vote on an omitted proposal, every holder who returns the company’s card without marking the box is a vote cast as the company has disclosed. The exception is a holder who revokes that card, for example with a later-dated proponent card or by voting at the meeting.

Comments on Release No. 34-106383 are due by November 20, 2026.¹ The release asks, in its Question 19, whether the default should run the other way, so that a company has no discretionary authority unless a shareholder marks a box granting it, and in Question 20 whether each proposal subject to discretionary authority should have a box of its own. It also asks whether the box should be dropped or tied to a solicitation threshold (Question 18), and whether a brief description gives shareholders enough information, including whether companies should have to identify the proposal’s source (Question 17).¹ Its economic analysis considers a version of the first alternative, one that would keep today’s three conditions and add a box by which a shareholder could grant discretion, and weighs it in a single paragraph. That paragraph states that the alternative “would likely result in discretionary voting authority being exercised less often by management than under the proposed rules.” It sets the risk that some (“likely retail”) shareholders grant authority when that might not be their actual preference against the risk that some shareholders submit a non-vote when that might not be theirs.¹

Both sides of that tradeoff have weight. The release contemplates that shareholders who return the company’s card may be more inclined to vote with management than those who return the proponent’s card.¹ To that extent, in Buxton Helmsley’s reading, its default would be a closer fit for many of them. Buxton Helmsley’s reservation is narrower, and it concerns the one case in which the default changes an outcome: a proposal whose proponent has met today’s conditions and which the company leaves off its card both now and under the amendment. There, a blank box would turn a card that now casts no vote on the proposal into a vote cast as the company directs, on a card that carries only a cross-reference to a description the company wrote, subject to Rule 14a-9. The release expects the impact of the default to be likely “more concentrated among retail shareholders,” and it observes that disclosure of management’s intended vote “may not address the inertia and limited attention components of the default effect for shareholders who engage less thoroughly with proxy materials.”¹

Referenced Sources:

[1] U.S. Securities and Exchange Commission, Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4, Release No. 34-106383, File No. S7-2026-32 (September 16, 2026), published at 91 FR 59904 (September 21, 2026) (primary; page references in this article are to the Commission’s own copy of the release, conformed to the Federal Register version; the Federal Register citation, document 2026-19260, pages 59904–59967, was read directly on the Federal Register’s page for the document). Supports: the default-effects passage quoted at the opening, the research on default effects, the expected concentration of the effect among retail shareholders, the statement about institutional investors, and the limits of disclosure and of the check box in practice (pp. 170–171); the effect of a blank box where management intends to vote in favor, and the statement that the net distributional effect depends on a composition of preferences that varies considerably and cannot be assessed in the aggregate (pp. 171–172); the delegated decision-making analysis and its conditions (pp. 183–184); proponents’ own agency conflicts (p. 164); the reduced benefit for shareholders who agree with management where the company would have printed the proposal (p. 167); the description of fund shareholder bases as diffuse and retail-oriented (p. 58); the grounds for the rescission (pp. 11, 13); the comment deadline of November 20, 2026 (p. 1); the 1942 adoption of the predecessor of Rule 14a-8 (p. 8); the independent justifications for the Rule 14a-4 amendments and their alignment with the rescission (pp. 12–13, 68); the number of Rule 14a-8 proposals voted, their average support and majority-support rate, and the share submitted to S&P 500 companies (pp. 101–105); the Division of Corporation Finance’s statement of August 14, 2026, and the continuing Rule 14a-8(j) notice requirement (p. 100, n.294); the proxy-voting background and the two routes for presenting proposals (p. 61); the treatment of blank lines on a printed proposal (pp. 109–110 and nn.311–312); the statement that shareholders who return the company’s card may be more inclined to vote with management than those who return the proponent’s card (p. 109); the current Rule 14a-4(c) framework, the 1996 staff no-action letter and its adoption in 1998, and the 1997 check box proposal and the 1998 decision not to adopt it (pp. 62–67, 69); the commentators’ “Hobson’s choice” description (p. 74, n.225); the company’s tradeoff between printing and omitting (pp. 109–110, 148–149); the statement that a proponent that may be soliciting less than all shareholders may be able to effectively obtain inclusion of its proposal on a company’s proxy card distributed to all shareholders (p. 70); zero slate campaigns, the staff’s identification of at least three, the company’s stated reason in one of them, and at least two threatened campaigns in 2026 (pp. 71–72 and n.223); the proposed text of Rule 14a-4(c)(1) and (c)(2) (pp. 218–219) and the description of the changes to paragraph (c)(1) as clarifying (p. 67, n.212; p. 80); the removal of the solicitation threshold (p. 68); the effect of the box where the proponent has not met the conditions (p. 73; p. 70, n.219) and the effects where it has, including the switch from printing to omitting (pp. 150–153); the statement that not all companies would switch (p. 153); the better-off and worse-off analysis, the box’s effect on one dimension of the default, and the absence of an affirmative vote on the company’s card (pp. 151, 167–168, 171); the difficulty for unsolicited shareholders of obtaining the proponent’s card (p. 109; p. 168, n.415); the company’s discretion over the description, its subjection to Rule 14a-9, and the absence of a proponent right to comment (p. 69, nn.215–216); the single box for matters subject to discretion under the amended paragraph (c)(2) and voluntary additional boxes (pp. 75–76); the binary choice and unrecoverable costs (p. 149); the costs that differ between inclusion and omission (p. 152) and Question 41 (p. 199); the agency statement and the purpose of the box (pp. 73–74); the Broadridge figure on electronic voting (p. 75, n.228); the contest data (pp. 106–107, including n.305); the release’s limited inferences from voting data (p. 158); the redirection of Rule 14a-8 proposals and the offsetting effect (pp. 155–156); the reduced probability of success and the compounding effect on less well-resourced proponents (pp. 154–156); the statements that reducing independent solicitations could represent a cost and that the net effect cannot be assessed with confidence (p. 161); the filtering effect described as uncertain in both direction and magnitude (p. 160); negotiated withdrawals and proponent leverage (pp. 161–162); the available evidence on management’s use of discretion (p. 165); the voting-standard statements, including the dependence of outcomes on the standard where companies switch to omission (p. 70, n.220; pp. 169–170); the multiple-card passage, the platforms statement and Question 24 (p. 75 and n.229; p. 79); closed-end fund proposals and capital formation, including the research on open-ending and discounts and the statement that the direction of the effect is uncertain (pp. 193–194); the amendment to Item 5.07(d) (p. 224); the statement that the brief description would be the only federally required description of a shareholder proposal (p. 85); the preliminary filing requirement and its conditions (pp. 83–84 and nn.245, 249); Questions 17 through 20 (pp. 76–78); and the analysis of the reversed-default alternative (pp. 196–197). Buxton Helmsley reviewed this document directly, including each passage cited here.

[2] 17 CFR 240.14a-4(c) (current text) (primary; supports the conditions under which a registrant may exercise discretionary authority at an annual meeting on a matter not included on its form of proxy, including the statement required under paragraph (c)(1) for matters of which the registrant did not have timely notice, and, under paragraph (c)(2), the “advice on the nature of the matter” required for timely matters, which the release at note [1], p. 69, n.214, says results in a brief description, and the three conditions in paragraphs (c)(2)(i) through (iii) under which a proponent removes that authority). Text as displayed on the eCFR, current as of September 21, 2026, and read directly by Buxton Helmsley. The Commission’s own description of the current rule in the release at note [1], pp. 62–64, is consistent with it.

[3] U.S. Securities and Exchange Commission, Proxy Solicitation Modernization, Release Nos. 33-11439; 34-106385; 39-2566, File No. S7-2026-33 (September 16, 2026), published at 91 FR 59852 (September 21, 2026) (primary; supports the proposed rescission of Rule 14a-6(g) and the scope of the current notice requirement (pp. 18–19); the three reasons the Commission gives (p. 19); the share of voluntary notices in 2018 and 2025 (p. 19, n.42); the staff’s January 2026 position and the approximately five voluntary notices submitted since (p. 21, n.48; p. 54, n.120); the stated purposes of reducing investor confusion, improving the accessibility of EDGAR pages, and reducing compliance burdens (p. 21); and the quoted description of the channel, the alternative channels, the figures for one third-party website, and the study of stock price reactions (p. 56 and n.124)). Buxton Helmsley reviewed the Commission’s copy of this release directly. The Federal Register citation is as given in the release at note [1], p. 86, n.255.

[4] U.S. Securities and Exchange Commission, Form 8-K, Item 5.07(b) (primary; supports the quoted reporting requirement). Form as published by the Commission; Buxton Helmsley read Item 5.07 directly in the Commission’s current PDF of the form.

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