SEC Proposes Regulation E-Delivery: Key Considerations For Issuers

On July 16, 2026, the Securities and Exchange Commission proposed Regulation E-Delivery, which would permit issuers to use electronic delivery as the default method for satisfying information delivery requirements under the federal securities laws. If adopted, Reg E-Delivery would generally supersede the Commission's decades-old, guidance-based e-delivery framework, which effectively defaults investors to paper delivery unless they affirmatively opt in to electronic delivery, and replace it with a rules-based regime permitting covered entities to deliver "covered information" to "covered recipients" electronically without first obtaining affirmative consent, subject to specified conditions. The Commission is also proposing to amend Regulations 14A, 14C, and Rule 14d-5 under the Exchange Act to integrate the new e-delivery framework into the proxy and tender offer delivery rules. The public comment period is 60 days following publication in the Federal Register.

The following summarizes the key items that public companies should note regarding the potential impact of the proposals on the annual stockholder meeting process and the tender offer process.

Takeaways for the Annual Stockholder Meeting Process

• Amended Rule 14a-16 replaces the existing notice-and-access model with a two-track delivery system. Under proposed amended Rule 14a-16, the only permissible methods for delivering proxy materials electronically would be (1) a "statement of availability" delivered to the stockholder's electronic address, or (2) "direct electronic delivery" of the proxy materials to the stockholder's electronic address, in each case subject to compliance with Reg E-Delivery's conditions. The only alternative to e-delivery would be delivery of a full set of proxy materials in paper. Because Reg E-Delivery would permit default e-delivery without affirmative consent, issuers would no longer need to obtain a stockholder's prior opt-in before delivering proxy materials electronically. 
• The paper notice of internet availability is eliminated. The proposal removes the option currently available under Rule 14a-16 to furnish proxy materials by sending a paper notice of internet availability to stockholders who have not consented to e-delivery. As a practical matter, stockholders who have opted out of e-delivery or who have never provided an electronic address would receive a full set of proxy materials in paper; a paper-only notice would no longer suffice. 
• The 40-calendar-day advance mailing deadline is removed. Current Rule 14a-16 requires the paper notice of internet availability to be sent at least 40 calendar days before the meeting. The proposal removes that federal deadline because it is tied to the paper notice. Under proposed Reg E-Delivery, proxy materials must be delivered no later than the date by which they are required to be delivered under the federal securities laws, with the practical timing for routine annual meetings set by applicable state law. 
• The business combination transaction exclusion is removed. Current Rule 14a-16(m) prohibits the use of notice-and-access for proxy solicitations related to business combination transactions. The proposal eliminates this exclusion, allowing soliciting persons to use permissible e-delivery methods, including the statement of availability, in connection with mergers, acquisitions, and other business combinations. 
• Transition notices are required for stockholders currently receiving paper. Issuers wishing to transition existing paper recipients to default e-delivery must send two paper notices: an initial notice at least 180 days before the transition, and a follow-up notice 30 days before the transition. These notices must, among other things, describe the upcoming change, identify the stockholder’s electronic address on file, and explain the stockholder’s right (free of charge) to opt out of e-delivery, request paper copies, or update their electronic address. 
• Opt-out and free paper copy rights are embedded in every delivery. Every electronic delivery, whether by statement of availability or direct delivery, must include a prominent statement explaining the stockholder's right (free of charge) to (1) receive a free paper copy of the proxy materials upon request, (2) opt out of e-delivery at any time for all or a subset of covered information, and (3) update their electronic address, as well as the process for the stockholder to take each of these actions. 
• Website availability requirements are formalized. Proxy materials must be posted on a website meeting Reg E-Delivery's standards no later than the date the proxy statement or annual report is sent, and must remain available through the conclusion of the stockholder meeting. Issuers must also adopt written policies and procedures reasonably designed to ensure continuous availability and to address periods of temporary unavailability. 
• Stockholder lists must include electronic addresses. The proposal would amend the definition of "address" in Regulations 14A and 14C to encompass electronic addresses as defined in Reg E-Delivery. As a result, stockholder lists provided under proposed amended Rule 14a-7 would include electronic addresses of record holders where available, and lists of non-objecting beneficial owners must include "all addresses." If an issuer cannot provide electronic addresses to a requesting stockholder (e.g., due to privacy commitments), the issuer must distribute the requesting stockholder's proxy materials itself. 

Takeaways for the Tender Offer Process

• Rule 14d-5 is amended to expressly facilitate electronic delivery. The proposal would amend Rule 14d-5 to clarify that the means for disseminating third-party tender offer materials are not limited to mailing. A new note would confirm that electronic delivery in accordance with Reg E-Delivery Section 303.102 is a "reasonably prompt method of dissemination" that may be used instead of mailing. 
• Stockholder lists for tender offers must include electronic addresses. Proposed amendments to Rule 14d-5 would require any stockholder list or security position listing provided to a third-party bidder to include "all addresses," which encompasses both mailing and electronic addresses where available. If the target issuer cannot provide all required list information (including electronic addresses), the issuer must disseminate the bidder's tender offer materials rather than providing an incomplete list. 
• Supplemental paper delivery remains permissible. Nothing in the proposed rules prevents an issuer or bidder from supplementing electronic delivery of tender offer materials with paper delivery, even for stockholders already receiving e-delivery. The SEC acknowledges that in time-sensitive contexts, such as tender offers with fixed expiration dates, soliciting persons may determine that supplemental paper delivery better serves their objectives. 

Practical Next Steps for Issuers to Consider

• Audit electronic address databases. Assess the extent to which your transfer agent and intermediary partners maintain current electronic addresses for record holders and beneficial owners, and identify gaps that may limit the reach of default e-delivery. 
• Evaluate the transition timeline. If the rule is adopted as proposed, issuers will have a two-year compliance period. During that window, plan for the 180-day initial notice and 30-day follow-up notice process required to transition existing paper recipients to default e-delivery. 
• Update proxy season workflows. Revise intermediary instruction letters, NOBO and stockholder list processes, and proxy distribution playbooks to account for the elimination of the paper notice option, the new statement-of-availability content requirements, and the removal of the 40-day advance delivery deadline.
• Review website posting controls. Confirm that your proxy materials website meets Reg E-Delivery's availability, formatting, retainability, and continuous-availability requirements, including the prohibition on using EDGAR as the posting website. 
• Prepare tender offer dissemination playbooks. For companies that may be involved in tender offers, update dissemination procedures to incorporate electronic delivery as a permissible method, and ensure stockholder list protocols are capable of producing electronic address data for third-party bidders. 
• Consider submitting a comment letter. The 60-day comment period provides an opportunity to address practical concerns, including the interplay between electronic address privacy commitments and new list-sharing obligations, the removal of the business combination exclusion, and the operational burden of document-by-document opt-out tracking.