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On July 16, 2026, the U.S. Securities and Exchange Commission (the SEC or the Commission) proposed Regulation E-Delivery (Reg E-Delivery), a new framework that would permit issuers and market intermediaries to deliver required disclosures and reports electronically as the default method, without first obtaining a recipient’s affirmative consent. The proposal would generally supersede the Commission’s decades-old, guidance-based “opt-in” approach to electronic delivery with a codified rule set (proposed 17 CFR 303.100 through 303.104), and would make conforming amendments to the proxy rules (Regulations 14A and 14C), the third-party tender offer rules (Rule 14d-5), and the registered fund shareholder report rule (Rule 30e-3, which would be rescinded). Comments are due 60 days after publication in the Federal Register.

In Brief: The New Electronic Delivery Framework

Reg E-Delivery would establish conditions under which the Commission would treat a delivery obligation under the federal securities laws as satisfied through electronic delivery (e-delivery). It would permit, but not require, a “covered entity” (any person obligated to deliver information to “covered recipients” under the federal securities laws)[1] to use e-delivery as the default method for a “covered recipient” (security holders, investors, clients, and others), rather than requiring affirmative opt-in consent as under current guidance.

Under the general proposed framework, a covered entity could rely on e-delivery where:

  1. the recipient has provided an electronic address;
  2. the entity has given a prominent disclosure that it will send information to that address; and
  3. the recipient has not opted out of e-delivery.

There would also be general requirements for the method, timing, and ability to opt out of e-delivery, and requirements for websites on which the information would be available.

Two e-delivery methods would be permitted depending on the type of information being provided:

  1. direct delivery (e.g., the document attached to or included in an email) for information that does not contain personal financial information (PFI), and

Under either of these two e-delivery methods, the issuer would need to include a prominent statement explaining how a recipient may, free of charge, request paper copies, opt out of e-delivery at any time and receive delivery in paper format, and update the recipient’s electronic address.

Covered entities would also need written policies and procedures to identify and remediate failed deliveries (for example, email bouncebacks), reverting to paper delivery where necessary until a working electronic address is obtained. The proposal also includes a detailed process for issuers that would like to transition covered recipients currently receiving paper to default e-delivery.

How Issuer Delivery of Proxy Materials Would Change

The proposal would fold Reg E-Delivery into the proxy rules through amendments to Rule 14a-16 and related provisions. If adopted as proposed, the following changes would most directly affect how issuers distribute annual meeting and special meeting materials:

  • Notice-and-access is preserved but recast as an electronic “statement of availability.” The familiar notice-and-access model survives in substance. Under proposed Rule 14a-16, an electronic statement of availability of proxy materials using the e-delivery methods of Reg E-Delivery would serve the function that the paper Notice of Internet Availability serves today, pointing shareholders to a website where the proxy materials are posted.
  • The paper Notice of Internet Availability would be eliminated. Under current Rule 14a-16, an issuer may satisfy its delivery obligation by mailing a paper Notice of Internet Availability. The proposal would remove the paper notice option entirely. Going forward, the only two permissible delivery methods would be (1) e-delivery under Reg E-Delivery (direct delivery or an electronic statement of availability), or (2) delivery of a full set of proxy materials in paper. In other words, a shareholder who is not on e-delivery and has not provided an electronic address would receive a full paper package rather than a paper Notice of Internet Availability.
  • The 40-day advance deadline for the notice would be eliminated. Current Rule 14a-16 requires the Notice of Internet Availability to be sent at least 40 calendar days before the meeting. Because the paper notice is being removed and shareholders would be able to access materials more efficiently, the proposal would eliminate this 40-day deadline. Thus, the deadline for delivering proxy materials electronically (or in paper) would, in effect, revert to applicable state corporate law and the issuer’s governing documents.
  • The business combination exclusion would be removed. Under current Rule 14a-16(m), notice-and-access is unavailable for proxy solicitations relating to business combination transactions, which must use full-set delivery. The proposal would remove this exclusion, allowing issuers to use the statement-of-availability (notice-and-access) method for M&A and other business combination proxy statements.
  • Shareholders could make a permanent paper election by opting out. The proposal would remove the current standalone “permanent election” mechanics from Rule 14a-16 (and the associated recordkeeping) on the theory that Reg E-Delivery’s free, at-any-time opt-out and paper-copy rights already give shareholders the ability to elect paper permanently. A new Rule 14a-101 (Schedule 14A) item would require the proxy statement itself to disclose the website address where the proxy materials are available.

The proposal would retain the procedural and timing requirements for coordinating with intermediaries to deliver proxy materials to shareholders, the requirement to post proxy materials on a publicly available website (not EDGAR) by the date materials are first sent, and the requirement to keep the proxy materials posted through the meeting, among other requirements.

In addition to the proposed changes outlined above, the proposal would revise some of the content and other requirements for the statement of availability under Rule 14a-16. According to the proposal, these revisions involve removing duplicative content requirements that are the same or substantially similar to those requirements that would be included in Reg E-Delivery and removing certain content and other requirements that were helpful when notice-and-access was first adopted, but that the Commission believes are no longer necessary. For example, the Commission is proposing to remove requirements to include a website address where the proxy materials are available, to include instructions for requesting a paper or email copy of the proxy materials at no charge, to indicate that the notice is not a form for voting and presents only an overview of the proxy materials, to identify each matter to be acted upon and the soliciting person’s recommendation, and to include information on how to obtain directions to attend the meeting and vote in person, among others.

The proposal makes numerous conforming amendments, including, for example, updating Rule 14a-13 broker-search and NOBO-list mechanics to remove reliance on first-class mail, clarifying throughout when “address” means a mailing address versus an electronic address, and revising the intermediary forwarding provisions (Rules 14b-1 and 14b-2), including the deadline for intermediaries to send a statement of availability to beneficial owners. The core division of labor, i.e.,issuers furnishing materials to intermediaries, who forward to beneficial owners in street name, would continue.

Tender Offer Delivery

For third-party tender offers, the proposal would amend Rule 14d-5 to confirm that electronic delivery in accordance with Reg E-Delivery is a “reasonably prompt” method of disseminating tender offer materials, and to clarify which requirements apply only to paper mailing. The existing framework, under which the subject issuer facilitates dissemination of a bidder’s materials because it, not the bidder, holds shareholder contact information, would continue, with references to “addresses” revised to capture electronic as well as mailing addresses. The SEC did not propose parallel changes to the issuer self-tender rule (Rule 13e-4(e)), taking the view that the existing rule is broad enough to permit electronic delivery and that a self-tendering issuer has direct access to its shareholder list.

The SEC published a Fact Sheet summarizing some of the key highlights of the proposal, available here. The proposal will be subject to public comment for 60 days following publication in the Federal Register.

[1] Covered entities would include, for example, issuers, investment advisers, and broker-dealers.