SEC Issues Guidance Easing Broker Search Timing Requirements for Proxy Materials

On January 23, 2026, the staff of the Division of Corporation Finance (the Staff) at the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the timing of broker searches required under Rule 14a-13 and Rule 14c-7(a)(3). This guidance was issued as part of a broader set of Compliance and Disclosure Interpretation (CDI) updates the Staff issued on the same date. The new CDI Question 133.02, set forth below, clarifies that registrants may conduct broker searches less than 20 business days before the record date for shareholder meetings, provided they reasonably believe proxy materials will be timely disseminated to beneficial owners and otherwise comply with Rule 14a-13. The CDIs reflect the views of the Staff and do not themselves amend SEC rules. 

Prior to this guidance, companies were required to begin broker searches 20 business days before the record date for most shareholder meetings, necessitating significant advance planning. The revised CDI is expected to reduce the administrative burden associated with annual meeting planning and provide registrants with greater flexibility in managing proxy material dissemination.

CDI Question 133.02

Question: Rule 14a-13(a) requires registrants to inquire of their record holders by means of a search card or otherwise (commonly referred to as a “broker search”) the number of proxies and other proxy soliciting material needed by the record holder to forward to beneficial owners. Rule 14a-13(a)(3) generally requires registrants to conduct a “broker search” at least 20 business days prior to the record date of the applicable meeting of security holders (with record holders generally required to respond to registrants’ inquiries no later than seven business days after receipt of the inquiries). What are the consequences of a registrant failing to conduct the “broker search” less than 20 business days before the record date?

Answer: The current 20-business-day requirement was adopted in 1986. See Release No. 34-23847 (Nov. 25, 1986). Since then, technological advancements have led to more efficient coordination among the intermediaries involved in the “broker search” process. As a result, the “broker search” process can often be completed in less than 20 business days before the record date. Accordingly, the staff will not object if a registrant conducts its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes that its proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13.

This position also applies to registrants subject to the similar “broker search” requirement of Rule 14c-7(a)(3) with respect to information statements. [January 23, 2026]

Background

Rule 14a-13(a) requires registrants to inquire of record holders whether other persons are the beneficial owners of such securities and if so, the number of copies of the proxy and other soliciting material necessary to supply such material to such beneficial owners (commonly referred to as a “broker search”). Rule 14a‑13 requires registrants to initiate this broker search at least 20 business days prior to the record date, except in the case of a special meeting if the broker search is impracticable 20 business days prior to the record date of a special meeting. 

In the new CDI, the Staff acknowledged that technological advancements have streamlined the broker search process, enabling completion in less than 20 business days. In light of these developments, the Staff indicates that it will not object to broker searches conducted less than 20 business days before the record date, so long as the registrant reasonably believes proxy materials will reach beneficial owners in a timely manner and all other requirements of Rule 14a-13 are met. This position also applies to the similar broker search requirement under Rule 14c-7(a)(3) for information statements.  

As an additional consideration, New York Stock Exchange (NYSE) Rule 402.05 currently mandates that broker searches comply with Rule 14a-13, which remains unchanged by the CDI. While the NYSE is expected to recognize the SEC’s updated guidance, NYSE-listed issuers should confirm in the interim that their meeting timelines satisfy current listing standards. 

If you have questions about the new guidance, please contact the authors of this Viewpoints advisory or the Mintz attorney who is responsible for your corporate and securities law matters. 

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