On July 16, 2026, the SEC proposed Regulation E-Delivery, which would allow companies to make electronic delivery the default option on a go-forward basis for satisfying delivery obligations under the federal securities laws, including for proxy materials, so long as the recipient has provided an electronic address. Today the presumption runs the other way: delivery is on paper unless the recipient opts in to e-delivery. The proposal would flip that presumption, subject to conditions, while preserving each recipient’s right to opt out and receive paper for free.

The proposal would supersede the SEC’s decades-old, guidance-based e-delivery framework and conform the delivery mechanics for proxy statements, information statements, and business combination materials to the new regime. Its reach extends beyond public companies and their shareholders to funds, broker-dealers, investment advisers, tender-offer participants, and more. For public companies, the biggest impact would be on the annual proxy delivery process.

Key Takeaways for Proxy Season

  • E-delivery would become the default method for proxy materials for recipients who have provided an electronic address, subject to notice and opt-out rights.
  • Full-set paper delivery would be the only permissible non-electronic delivery method, as companies would no longer be able to mail a paper Notice of Internet Availability to shareholders who opt out of e-delivery.
  • The current 40-day notice-and-access deadline would be eliminated (although the SEC requests comment on retaining some version of it).
  • Broker and bank intermediaries would play a central role in implementation.
  • No immediate action is required; the proposal is subject to comment and, if adopted, includes a two-year transition period.

How E-Delivery Works Today

Physical delivery of paper copies is the default. A company may deliver electronically only to shareholders who affirmatively opt in. For more than 30 years, the SEC has addressed e-delivery through interpretive guidance (the SEC’s 1995, 1996, and 2000 releases), which generally turn on a three-part test of notice, access, and evidence of delivery. The guiding principle is that electronic media should be at least an equal alternative to paper. Substantive liability under the federal securities laws applies equally to electronic and paper media; that does not change under the proposal.

What Regulation E-Delivery Would Do

The E-SIGN exemption is the foundation. Reg E-Delivery rests on an exemption from the federal E-SIGN Act. The E-SIGN Act requires a firm to obtain a consumer’s affirmative consent, through a prescribed multi-step process, before delivering certain records electronically. Because a default-e-delivery framework cannot operate if every recipient must first clear the E-SIGN consent gate, the proposal would exempt covered information from E-SIGN’s consumer-consent requirements.[1]

A comprehensive overhaul that supersedes prior guidance. The SEC’s stated aim is to address e-delivery holistically with a single, comprehensive framework governing e-delivery across the full range of covered entities,[2] covered information,[3] and covered recipients[4] under the federal securities laws. If adopted, it would supersede the SEC’s 1995 and 1996 interpretive guidance (with certain principles reaffirmed) and supersede parts of the 2000 guidance.

Three delivery methods. Under the proposal, a covered entity would have three delivery methods available:

  • Direct electronic delivery, meaning the covered information itself is sent to the recipient’s electronic address (for example, in the body of, or as an attachment to, an email).
  • Paper, meaning physical delivery, which remains permissible.

The two electronic methods are a safe harbor rather than the exclusive means of e-delivery: a covered entity that develops another method giving assurance comparable to paper that the information will arrive may also satisfy its obligations.

Electronic delivery and the electronic address, defined broadly. “Electronic delivery” means delivering covered information to a covered recipient’s “electronic address,” and both terms are deliberately technology-neutral. An electronic address is any identifier capable of receiving the information and alerting the recipient that it is available, such as an email address, a mobile number, a web-portal or mobile-app inbox (such as via a social media account), or another comparable means; the SEC states the definitions would even reach blockchain messaging that meets the rule’s conditions.[5] For most investors, this means that providing an email address during onboarding or agreeing to use a broker’s app or portal would be enough: the SEC treats an email provided in the ordinary account-opening process as having been “provided” for purposes of the rule, and use of a mobile application or online account to access information counts as “accepting to use” it.

PFI versus non-PFI determines the electronic method. Which electronic method is available turns on whether the covered information is or contains personal financial information (PFI). Non-PFI may be delivered by either direct delivery or a statement of availability. PFI may not be delivered directly; it must be delivered through a statement of availability that links to a website applying a process reasonably designed to safeguard the information. In each case the linked website must lead the recipient directly to the covered information the statement describes, and for PFI, directly to it immediately after the safeguarding process is completed.

Qualifying to rely on the rule. A covered entity may treat e-delivery as the default method for a recipient only where three baseline conditions are met:

  • the recipient has provided (or accepted to use) an electronic address to receive covered information;
  • before relying on the rule, the entity has given the recipient clear and conspicuous disclosure describing the types of covered information it will send electronically, the methods of electronic delivery that may be used (i.e., a statement of availability or direct delivery), and the right to opt out[6]; and
  • the recipient has not opted out.

What each e-delivery must tell recipients. Regardless of method, each e-delivery must include a prominent statement covering four things:

  • the entity’s obligation to provide a free paper copy on request;
  • the ability to opt out of e-delivery at any time, for all or a subset of covered information, and receive paper for free going forward;
  • the ability to update the electronic address for free; and
  • the method for making these requests, which at a minimum must direct the recipient to a website through which they can be made.

New written policies and procedures. A covered entity that relies on the rule must also adopt and implement written policies and procedures in two distinct areas.

  • Website availability (statement-of-availability method only). Procedures reasonably designed to ensure covered information is made available and remains available as the rule requires,[7] for example by monitoring the site (directly or through a service provider) to detect outages, and, upon an outage, prompt action to restore availability as soon as practicable after the entity knows or reasonably should have known of it.
  • Failed e-delivery. Procedures reasonably designed to identify and remediate failed e-delivery, such as detecting an invalid or inoperable address via bounce-backs. Upon discovery of a failure, the entity must promptly take reasonable steps like obtaining a new electronic address or reverting to paper until the recipient supplies one. The SEC states that these remediation provisions are “not intended to require covered entities to monitor account engagement, clickthrough rates, whether a message was opened, or reviewed.” In other words, failure to open by a recipient is not a delivery failure and, as proposed, the rule would not require reliance on read receipts. However, the SEC has requested comment on whether read receipts should be required, as well as whether covered entities should be required to include a notice of any failed e-delivery to the covered recipient in paper format as part of the mitigation process.

Transition timing. As proposed, Reg E-Delivery would take effect 60 days after final rule publication, with a two-year interim period during which a covered entity may rely on either the prior guidance or Reg E-Delivery for its e-deliveries. After that period, once the prior guidance is rescinded, Reg E-Delivery becomes the exclusive framework for e-delivery. Paper delivery would remain available throughout; nothing forces a switch to e-delivery.

Transitioning recipients who currently receive paper. To move an existing recipient who currently receives paper (and for whom the covered entity has an electronic address) to default e-delivery, a covered entity must run a prescribed, per-recipient notice process:

  • an initial paper notice, sent at least 180 days before the switch, describing the coming change, identifying the electronic address to be used, and explaining the rights to opt out and to update the address; and
  • a paper follow-up notice 30 days before the switch, which is unnecessary if the recipient confirms or updates an electronic address, or opts out, after the initial notice.

Several points bound this process:

  • Recipients already receiving e-delivery. A recipient who already has consented to and receives e-delivery is not put through the transition process and can continue to receive e-delivery.
  • No electronic address on file. A paper recipient for whom the entity has no electronic address is outside the transition scope and simply continues to receive paper, free of charge. However, nothing prevents a covered entity from proactively reaching out to a recipient with no electronic address on file to request one; if the recipient provides one, the entity may then bring that recipient into e-delivery by giving the disclosure described above under “Qualifying to rely on the rule.”
  • New recipients. For recipients who enter the relationship after the rule is in effect, no transition process applies; the entity may treat e-delivery as the default (subject to recipients providing their electronic address for e-delivery purposes and any decision to opt-out) after giving that same qualifying disclosure.
  • Paper on request. Independent of the transition, a covered entity must send a free paper copy within three business days of a request, during the retention period (or, absent a prescribed retention period, for information from the preceding two years).

What This Means for Public Companies

Reminder on role of broker and bank intermediaries. Most public company shares are held in “street name” through broker and bank intermediaries, so those intermediaries, not the company, hold the direct relationship with the ultimate beneficial owners and their contact information. As a result, intermediaries themselves would need to assess how to comply with Reg E-Delivery for proxy and related distributions to beneficial owners, including by:

  • obtaining and maintaining beneficial owners’ electronic addresses;
  • securing and honoring opt-outs; and
  • adopting the failed-delivery and website-availability policies and procedures the rule requires.

Their underlying obligations to support companies remain in place, and on the same timeframes. A company still delivers its proxy materials to the intermediaries, which must forward them to beneficial owners within five business days of receipt, subject to reimbursement of their reasonable expenses.

Intermediaries generally have the same menu of e-delivery options. Intermediaries, like issuers, may use direct electronic delivery, the statement-of-availability method, or paper. If the soliciting company elects the statement-of-availability process, however, the intermediary must prepare and send its own statement of availability to beneficial owners, and must satisfy the website-availability requirement, although it may point beneficial owners to the issuer’s or soliciting person’s website instead of building its own. Direct electronic delivery would be equally available to an intermediary that holds a qualifying electronic address and meets the rule’s conditions.[8]

Coordinate with intermediaries, but do not overlook your own record holders. Because the mechanics of reaching most shareholders run through intermediaries, a company would generally need to coordinate with its intermediaries (and their agents, such as Broadridge) to determine the best approach for its circumstances; the optimal method may vary with the type and content of the materials and the purpose of the distribution. A company should not, however, overlook its own registered holders: for shareholders of record who do not hold in street name, there is no intermediary in the chain, and the company (through its transfer agent) is itself the covered entity responsible for e-delivery compliance for that typically smaller population.

Annual meeting proxy delivery: the most common touchpoint. For most public companies, the most frequent encounter with the new framework would be the annual meeting proxy delivery process. Today a company chooses among three options for delivering its proxy materials:

  • full-set delivery of the proxy materials in paper;
  • notice-and-access, a “notice of internet availability” directing shareholders to posted materials; or
  • a stratified combination of the two across different groups of holders.

Those options generally carry forward under the proposal in modified form, with the notice-and-access role now played by an electronically delivered “statement of availability.”

The statement of availability cannot go by paper. For a company that uses the statement-of-availability process, the experience would be similar to today’s notice-of-internet-availability process, with one significant change: the statement of availability could not be delivered by paper mail. Under the proposal, the only permissible non-electronic method is full-set delivery. Today, current Rule 14a-16 does not require the notice to be delivered in paper: it may be delivered electronically to holders who have affirmatively consented to e-delivery, and, absent that consent, it is paper-mailed. Under the proposal, that paper notice option is removed, so a company that today paper-mails notice cards to holders would, going forward, have to choose for those holders between e-delivery and a full paper set (or both).

A leaner statement, but still form-checked, standalone, and filed. The statement-of-availability content requirements are somewhat less prescriptive than today’s notice-of-internet-availability requirements: because Reg E-Delivery now carries the core content, the proposal drops items from Rule 14a-16 that would be duplicative (such as the website address and the paper-copy-request instructions) as well as certain legacy items (for example, the “this is not a form for voting” legend). Even so, several requirements persist:

  • Form-checking. The statement must still conform to amended Rule 14a-16, which retains a short, proxy-specific content set: the “Important Notice Regarding the Availability of Proxy Materials” legend with meeting date, time, and location; any control/identification numbers and instructions the shareholder needs to access and execute the proxy; and the date by which to request a paper copy.
  • Standalone delivery. It must still be delivered on a standalone basis, and it may be combined only with a permitted state-law shareholders’ meeting notice.
  • EDGAR filing. It must still be separately filed on EDGAR as additional soliciting material (a DEFA14A) no later than the date it is first sent to shareholders.

The 40-day deadline goes away. Current Rule 14a-16(a)(1) requires that, where a company uses notice-and-access, the notice of internet availability be sent to shareholders no later than 40 calendar days before the meeting, a deadline that applies only to the notice-of-internet-availability and not to full-set delivery. The proposal eliminates that fixed deadline; instead, proxy materials delivered by any method (e-delivery of statement of availability, direct e-delivery, or paper) would need to go out only by the date otherwise required under applicable federal and state law. On that point the release is clear: the federal securities laws generally do not impose a deadline for mailing proxy materials for a routine annual meeting. Accordingly, the operative deadline, if any, would be established by state law and governing documents. In practice, however, some states do not impose a specific proxy-mailing deadline either; their corporate statutes require instead a notice of the meeting itself be given within a specified window. Because that state-law meeting notice is typically incorporated into the proxy statement, that notice window effectively sets the time frame for proxy materials distribution. For example, Delaware law requires that notice of a stockholder meeting be given not less than 10 and not more than 60 days before the date of the meeting, and so if a company provides such notice with the proxy materials, it must be delivered at the latest, 10 days before the meeting.

Removing the 40-day deadline lifts a scheduling pressure point that today can push issuers toward full-set delivery to avoid the risk of missing it, and it is likely most valuable in special-meeting or other time-sensitive situations. For a routine, uncontested annual meeting, however, timing may not shift dramatically, because a company must still:

  • allow shareholders enough time to receive, review, and vote the materials (including time for intermediaries to forward them);
  • satisfy applicable state-law meeting-notice minimums; and
  • if it incorporates Form 10-K Part III information by reference, file the proxy statement within 120 days after fiscal year-end.

Of note, the SEC has asked whether it should nonetheless retain a 40-day deadline for e-delivery of a statement of availability, adopt a shorter fixed period (for example, 5 or 10 days), or use a principles-based deadline; so issuers should not assume the current timeline will necessarily disappear entirely.

Website posting continues, with a new proxy-statement disclosure. Regardless of delivery method, a company must continue to post its proxy materials on a compliant website (separate from EDGAR) by the date the materials are sent and keep them available through the conclusion of the meeting, as required by proposed amended Rule 14a-16 (rather than the general one-year or three-year website availability defaults described above, which apply only where no other availability period is prescribed). What is new is where the website address must appear: the proposal adds an item to Schedule 14A (Item 1) requiring the company to disclose, in the proxy statement itself, the website address where the proxy materials are available (although most proxy statements today already contain that information).

Paper delivery as a strategic choice. Full-set paper delivery remains available. The SEC acknowledges that notice-and-access is generally not used by soliciting persons in proxy contests because of lower response rates, and that nothing in the proposal would prevent a company from supplementing e-delivery with a paper copy. For a retail-heavy company, a closely contested vote, or another important matter, delivering a full paper set, or supplementing e-delivery with one, remains a legitimate tool to support turnout.

Beyond Annual Meeting Proxy: Other Touchpoints for Public Companies

The proposal reaches well beyond the annual meeting proxy delivery process for public companies, including to:

Business-combination solicitations. The proposal removes the current exclusion that bars notice-and-access for proxy solicitations relating to business-combination transactions, such as mergers, which today must be delivered as a full paper set. The SEC views the exclusion as no longer warranted after nearly two decades of experience with notice-and-access. A soliciting person in a business combination could then choose between a full paper set and e-delivery through a statement of availability, a change that reaches proxy statements in Forms S-4 and F-4, and that would warrant careful coordination with relevant intermediaries.

Third-party covered entities: contested elections and tender offers. Dissidents, third-party bidders, and other soliciting persons outside the issuer are “covered entities” and could use e-delivery to the same extent as the issuer. Where a holder has consented to, or been defaulted into, e-delivery by the issuer, a third party could deliver (or have the issuer deliver on its behalf) its proxy or tender-offer materials electronically, unless the holder has opted out for that type of material. This works through coordination with the issuer. A target of a third-party tender offer or proxy solicitation may elect either to send the third party’s materials on its behalf or to provide a shareholder list so the third party can send them directly. If the issuer delivers its own materials electronically to a consenting or defaulted holder, the SEC expects it to deliver the third party’s materials electronically too. Amended Rule 14d-5 (tender offers) and proposed amended Rule 14a-7 (proxy solicitations) would require any shareholder list to include both mailing and electronic addresses, if available. And where the issuer cannot or will not provide all required list information (for example, where its privacy representations bar sharing electronic addresses), it must deliver the third party’s materials itself rather than hand over an incomplete list.

Indentures. The Trust Indenture Act is unusual among the federal securities laws in that it does not simply require delivery but expressly requires certain information, including periodic reports and bondholder lists furnished to indenture security holders, to be transmitted “by mail.” Existing e-delivery guidance has not addressed the Trust Indenture Act, so indenture obligors and trustees had no explicit assurance that satisfying this “by mail” obligation electronically was permitted. Reg E-Delivery would supply that clarity: bondholder lists and reports would be “covered information” delivered by “covered entities” (the indenture obligor or trustee), so e-delivery of those materials could satisfy the Trust Indenture Act’s “by mail” requirement.

Broader Reach of the Proposal

Because “covered information” and “covered entity” are defined by reference to delivery obligations across the entire body of federal securities law, rather than any one industry, the rule reaches well beyond traditional public companies. As a practical matter, essentially any SEC-regulated organization would need to assess compliance as applied to its own delivery obligations. The release specifically calls out the following categories and a component of their delivery obligations, including, among others:

  • Regulated investment companies and investment advisers. For investment companies, the proposal would rescind Rule 30e-3 and reach the delivery of “fund prospectuses, fund annual and semi-annual shareholder reports, notices under Investment Company Act rule 19a-1, proxy statements and information statements.” For investment advisers, covered information would include “Form ADV Part 2 Brochures, marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule account statement notices.”
  • Broker-dealers. The release identifies broker-dealer covered information as “disclosures pursuant to Regulation Best Interest, Form CRS, quarterly free credit balance notices, disclosure of credit terms of margin loans as required under the Exchange Act, initial and annual privacy notices as required pursuant to Regulation S-P, and trade confirmations as required under the Exchange Act for each transaction effected for or with a customer.”
  • Municipal securities dealers. Covered information includes preliminary and final official statements provided upon the request of potential customers, and certain control-relationship and financial-interest disclosures.
  • Security-based swap entities. For SBS dealers, major participants, execution facilities, and data repositories, “[t]he primary covered information that SBS Entities are required to deliver pursuant to the Federal securities laws is counterparty disclosures.”

Across these categories, where covered information includes personal financial information, the rule’s PFI safeguards (statement-of-availability delivery through a secured website) would apply and would layer onto existing protections such as Regulation S-P.

What Happens Next

The SEC’s proposing release, summarized in its fact sheet, will be open for public comment until September 21, 2026, after which the staff would review comments and the Commission would decide whether, when, and in what form to adopt a final rule.

This proposal does not sit in isolation. It is another step in the Commission’s broader effort to modernize the rules governing public companies.

No immediate action by public companies is required. If final rules are adopted, however, boards, corporate secretaries, proxy teams, and outside counsel will need to assess, in coordination with broker and bank intermediaries, when and how to implement default e-delivery for recipients who have provided electronic addresses, design a transition, and adjust proxy delivery processes accordingly.

[1] E-SIGN Section 104(d)(1) permits a federal agency to exempt a specified category of records from E-SIGN’s consumer-consent provisions where doing so is necessary to eliminate a substantial burden on electronic commerce and will not increase the material risk of harm to consumers.

[2] Covered entities: would be defined as any person required to deliver covered information to a covered recipient, such as issuers and other soliciting persons, funds, broker-dealers, investment advisers, transfer agents, indenture obligors and trustees, and, for street-name holders, the intermediaries that forward on an issuer’s behalf.

[3] Covered information: would be defined as any information required to be delivered under the Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act, the Advisers Act, or other federal securities laws. It spans, for example, fund prospectuses and shareholder reports, issuer prospectuses, proxy and information statements, tender-offer materials, indenture bondholder reports, broker-dealer trade confirmations and more. It excludes information delivered under Regulation Crowdfunding, Rule 15c2-11, and the security-based swap trade-acknowledgment rule.

[4] Covered recipients: would be defined as any current or prospective customer, client, investor, security holder (including an indenture security holder), counterparty, or similar recipient to whom a covered entity is required to deliver covered information. The term also reaches a recipient’s designee, such as a financial professional assisting an investor, a family member monitoring an elderly relative’s finances, or a legal representative like a trustee, executor, conservator, or holder of a power of attorney, as well as a person who is no longer a current customer but to whom a covered entity has a delivery obligation based on a prior relationship. It does not include the Commission, another federal or state regulator, or a self-regulatory organization.

[5] The SEC framed both terms to be technology-neutral and evergreen so they reach delivery mechanisms beyond email, such as social-media or messaging-platform identifiers, web portals, and mobile applications, provided the mechanism can both receive covered information and alert the recipient each time information is available. An address counts only where the recipient “provided” it or “accepted to use” it to receive covered information; an address supplied for a different purpose (for example, technical support) does not qualify, and one obtained from an affiliate or third party generally does not either. The SEC’s proposing release requests comment on whether all types of electronic addresses can satisfy these requirements and on concerns about ensuring timely and effective notice across different address types.

[6] The SEC contemplates that covered entities could incorporate this disclosure into their onboarding or account-opening processes for new recipients while, as a practical matter, this baseline disclosure would not be required for recipients who (a) already receive all covered information electronically as of the rule’s effective date (since those recipients previously consented to e-delivery under the existing framework) or (b) will receive an initial e-delivery transition notice (the paper notice process for transitioning existing paper recipients to default e-delivery, discussed below, which serves the same informational function).

[7] As proposed, the information must remain available for the period required by any applicable existing rule; where no such period applies, the default is at least one year for covered information that does not include PFI and at least three years for covered information that includes PFI.

[8] The release states that a control number used to execute a proxy or access proxy materials is not “personal financial information,” which confirms that proxy materials including a control number may be delivered directly to an electronic address rather than only through a statement of availability.