New Securities and Exchange Commission Policy Bars Main Street Investors From Posting on Its Public Database

Shareholder Rights Group asks the SEC to rescind policy change 

January 28, 2026 — The U.S. Securities and Exchange Commission Division of Corporation Finance announced last week that it will bar shareholders who own less than $5 million in a company's stock from use of the SEC's EDGAR database, which heretofore was a taxpayer-paid public service for stockholders of all sizes to share material information ahead of upcoming stockholder meetings. 

On January 28, representatives of the Shareholder Rights Group and other organizations, including Ceres, the AFL-CIO, Interfaith Center on Corporate Responsibility and As You Sow met with representatives of the Division of Corporation Finance  to express concerns about this new policy as well as other recent developments that undercut shareholder rights. 

For decades, stockholders of every size have posted informational filings, called exempt solicitations, to the SEC website as part of their efforts to provide fellow investors with material information and recommendations ahead of stockholder votes. The posting via EDGAR, together with other dissemination, helps to ensure that the notices reach fellow shareholders and analysts. By cutting off this channel, the policy erects a very high bar that Main Street investors cannot meet - in order to share the information via Edgar, one must hold $5 million in shares in a single company of concern.  This effectively reserves the SEC platform as available only to the largest investors.

Sanford Lewis, Director and General Counsel of the Shareholder Rights Group, was among the delegation who met today with representatives of the SEC Division of Corporation Finance. In the meeting, he urged the Division on behalf of the Shareholder Rights Group, to rescind the new policy:

The SEC's EDGAR database is the leading public forum and record for disclosures regarding upcoming annual meeting votes.The new measure strikingly tilts the playing field and this public record - allowing companies to post to the SEC record their solicitations regarding support for directors or other company initiatives and opposition to shareholder proposals, but cutting off access for most investors to respond.

The SEC Division of Corporation Finance should immediately reverse this guidance and restore equitable access to EDGAR for notices of exempt solicitations, or risk further eroding investor confidence and market transparency.

Lewis also notes that the new exempt solicitations policy change is unfair, unnecessary, and contrary to the SEC’s investor protection mission.The result is direct harm to investors and the market as a whole. Capital markets function best when participants have access to more information, not less. These policies severely disadvantage Main Street investors, aligning with the current administration’s apparent tilt toward wealthy, plutocratic interests, and also harm companies by eliminating notice of their shareholders’ activities,  reducing visibility into their own investor base and eliminating an opportunity to respond and for a record of investor-company dialogue to be accessible within the SEC database.  

Posting these notices on EDGAR does not expend substantial taxpayer funds – the system is automated. It is hard to discern a justification for the change in guidance, other than as part of the broader, coordinated rollback of shareholder rights reflected in the SEC’s decision to suspend substantive no-action relief for the 2025-2026 season and signals about paring back Regulation S-K disclosures. 

The imposition of this new and discriminatory policy withholds a public right from smaller shareholders and blocks all but the largest investors from participation. The implications seem to be that only the wealthy can participate and only the rich have insights or ideas worthy of consideration, resulting in the democratic ideals of fair play and equal access being lost. 

See also the statement from ICCR.