On September 2, 2026, the staff of the Division of Corporation Finance published three new Corporation Finance Interpretations (CFIs) clarifying when a shareholder’s engagement with an issuer will not disqualify the shareholder from reporting beneficial ownership on the short-form Schedule 13G.

Shareholders filing a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) must certify that the subject securities are not held with the purpose or effect of changing or influencing control of the issuer. In February 2025, then-new CFI 103.12 gave examples of engagement that could impact a shareholder’s Schedule 13G eligibility, including conditioning support for director nominees on the issuer’s adoption of the shareholder’s recommendations. That CFI resulted in some investors pausing their engagement meetings for a period but then eventually adjusting to this new guidance.

These latest CFIs describe engagement that, standing alone, does not disqualify a shareholder from reporting on Schedule 13G:

• CFI 103.13: where an issuer initiates the engagement, including a request to understand why a shareholder voted a certain way at a past meeting, the shareholder’s participation is less likely to be viewed as an attempt to influence control and would not, by itself, disqualify a shareholder from reporting on Schedule 13G.
• CFI 103.14: a shareholder may discuss its views on a topic, and how those views could inform its voting decisions, with a person conducting a proxy solicitation without, by that fact alone, losing Schedule 13G eligibility.
• CFI 103.15: contacting an issuer to seek clarification about facts or statements in its filings, such as proxy materials, does not disqualify a shareholder from using Schedule 13G; engaging simply to better understand an issuer’s disclosures is not disqualifying.

Issuers structuring shareholder outreach and investors calibrating stewardship programs should treat these as helpful data points rather than safe harbors, and continue to initiate engagement with a prepared agenda.

Shareholder engagement is an important year-round activity, but the best time for companies to meet with many shareholders is typically from September to February. This period is often known as the proxy “offseason,” and is when investors often have more availability to engage. It also allows sufficient time for boards and management teams to incorporate shareholder feedback into decisions and disclosures for the next year.