On April 8, 2026, the SEC’s Division of Corporation Finance issued a no-action letter addressing a structural conflict that arises for companies incorporated in the Netherlands, listed on a U.S. exchange, but without foreign private issuer (FPI) status, leaving them fully subject to U.S. domestic proxy rules under Regulation 14A. The conflict stems from a timing mismatch: Dutch law fixes the record date at 28 days before a shareholder meeting, while Rule 14a-16(a) requires distributing the Notice of Internet Availability of Proxy Materials at least 40 calendar days out. A company could technically satisfy U.S. proxy rules by abandoning notice and access and instead mailing full printed sets of proxy materials, but for a company with a large, dispersed shareholder base, that approach is far more expensive and impractical. The Division of Corporation Finance granted relief so long as the company (i) files its definitive proxy statement and annual report with the SEC and posts them on its website at least 40 days before the meeting; (ii) issues a press release announcing the availability of materials, the planned notice distribution date, and how shareholders can request paper copies; and (iii) distributes notice cards within five business days after the record date. This framework for conditioned relief mirrors the framework that the Division of Corporation Finance applied in a substantially similar no-action letter to another Dutch-incorporated, U.S.-listed company without FPI status in April 2025. These letters continue a pattern of Division relief addressing home-country/U.S. proxy rule conflicts. In a January 2014 no-action letter, the Division of Corporation Finance granted no-action relief to a Curaçao-incorporated, U.S.-listed company without FPI status that permitted the company to bypass the preliminary proxy filing requirement under Rule 14a-6(a) for routine shareholder votes that Curaçao law mandated.