The SEC has adopted new Rule 14a-17 and amended Rule 14a-2 under the Securities Exchange Act of 1934 to make company-hosted electronic shareholder forums easier to run. The core mechanical change for editors and researchers is Rule 14a-2(b)(6): it exempts qualifying forum communications that could otherwise count as proxy solicitations from most of the proxy rules.
Two problems were being addressed. First, participants feared their forum statements would be read as a "solicitation" under the proxy rules. Second, whoever established, maintained, or operated a forum feared liability for what participants wrote. The amendments target both concerns, and they operate the same for all companies, regardless of size.
This matters because Section 14(a) of the Exchange Act already subjects proxy solicitations tied to Section 12-registered securities to the SEC's filing and disclosure requirements, and the proxy rules apply to anyone seeking to influence proxy voting—even without seeking authority to act as a proxy. A forum post that looks like persuasion can fall inside that net, and the exemption is the way out.
What the exemption actually covers
New Rule 14a-2(b)(6) clarifies that a communication on an electronic shareholder forum that could potentially constitute a proxy solicitation in connection with an annual or special meeting—one that would otherwise be subject to SEC regulation—is exempt from most proxy rules. The source offers as an example a company-sponsored online forum that gives management a way to communicate with shareholders on matters of shareholder interest.
The exemption is conditional. A post qualifies only if two things are true.
Condition one: the 60-day timing window
The communication must occur more than 60 days before the date the company announced for the annual or special meeting. There is a fallback: if the company announces the meeting fewer than 60 days before the meeting date, the communication cannot occur more than two days after the company's announcement.
This is the detail most likely to trip up a drafting template. A forum post written as an example must carry the announcement date and meeting date explicitly, because the same words can be exempt on one date and outside the exemption on another. A template that leaves dates blank is not safe to publish as if it were a real communication.
Condition two: no proxy power sought
The person posting—or the person on whose behalf the post is made—must not be seeking the power to act as a proxy for a shareholder. A communications post and a proxy-seeking post are different animals, and the exemption covers only the former.
The source also notes a sequencing point that is useful for explaining forum activity to readers: a person who participates in reliance on Rule 14a-2(b)(6) can later solicit proxies once the exemption is no longer available or no longer relied upon, provided the later solicitation complies with the SEC's proxy rules.
What is not shielded
The exemption removes most proxy-rule burdens; it does not remove liability for what is written. Persons providing information to, or making statements on, a forum remain liable for the content of those communications under traditional federal securities liability provisions, such as Rules 10b-5 and 14a-9 under the Exchange Act. Other applicable federal or state laws also continue to apply.
For drafting, that means the exemption is a procedural relief, not a content shield. A forum post template should not imply that an exempt post is a safe harbor for false or misleading statements.
Status and audience
The source describes the rules as recently adopted, not proposed. It also states that Rule 14a-17 and amended Rule 14a-2(b)(6) operate the same for all companies, regardless of size, so a small-company framing should not suggest different conditions apply.
For small companies with questions, the source says the SEC's Division of Corporation Finance will assist. The Division's Office of Chief Counsel answers questions submitted by online form or by telephone at (202) 551-3500. Questions on other corporate finance matters concerning small companies may go to the Division's Office of Small Business Policy through the same online form or by telephone at (202) 551-3460.
Hypothetical example for a template
The following is Hypothetical and exists only to show how a compliant template might lay out the timing test. Suppose a company announces a meeting on March 1 and sets the meeting date for June 1. A communication posted on March 20 is Hypothetical and falls more than 60 days before June 1, so the timing condition is satisfied on its face. Suppose instead a company announces a meeting on April 15 for a meeting on May 20. A communication posted on April 17 would be within two days of the announcement and would satisfy the fallback; a communication posted on April 20 would be 5 days after announcement and would not.
None of these dates describe an actual company or filing. They are Calculation aids for showing where the boundary lies, and a real template must use the actual announcement date and meeting date.
What the source does not say
The source does not state an effective date or compliance date for the rules, does not describe a transition period for existing forums, and does not define what technology counts as an electronic shareholder forum. It does not address state corporate law requirements, recordkeeping duties, or whether a forum operator must register in any capacity. It does not say how the SEC will treat a post that mixes exempt communications with proxy-seeking language, and it does not provide an example of a failing communication. It also does not address how the exemption interacts with the filing and disclosure requirements beyond saying most proxy rules do not apply.
Template notes for editors
- Label every illustrative date and post as Hypothetical; never present a filled-in example as a real filing or company communication.
- State the announcement date and meeting date explicitly in any timing example, since the conditions turn on both.
- Keep the two conditions separate: timing first, then the no-proxy-power test.
- Do not describe an exempt post as free of liability; the source preserves liability under Rules 10b-5 and 14a-9.
- Do not claim the rules differ by company size; the source says they operate the same for all companies.