As the proxy season gets into full swing, the Securities and Exchange Commission (“SEC”) recently amended the rules governing electronic access to proxy materials.1 The SEC’s rulemaking is intended to improve the notice and access model for furnishing proxy materials to shareholders.

One of the biggest concerns with the voluntary notice and access model for furnishing proxy materials has been a significant drop-off in retail shareholder participation in the voting process at many companies where notice and access has been implemented. Concerned about potential shareholder confusion with the required notice and the reduced response rates of shareholders in proxy solicitations, the SEC amended the rules to....