About the Proxy Open Exchange
The Proxy Open Exchange (POE) is an open, community-driven platform that provides shareholders
with a public venue to publish exempt solicitations for shareholder proposals.
Why POE Exists
In January 2025, the SEC’s Division of Corporation Finance revised Compliance & Disclosure
Interpretation Question 126.06, fundamentally changing the landscape for exempt solicitations.
Question 126.06 — The Regulatory Change:
Under Rule 14a-6(g), a filer must ensure a shareholder owning more than $5M
makes an exempt solicitation publicly available. Previously, a public website was acceptable.
The revised Question 126.06 removes this position. The SEC staff will no longer accept voluntary PX14A6G filings on EDGAR by filers
who do not beneficially own more than $5M of the relevant securities.
POE’s Mission
POE was created to fill the gap left by this regulatory change. Our primary focus
is to provide a public platform for publishing exempt solicitations for shareholder proposals.
How Verification Works
- Filers provide their SEC-issued CIK during registration.
- The CIK is cross-referenced against SEC EDGAR data.
- The filer’s email domain is validated.
- Only verified organizations can submit filings.
Key Regulatory References
- Rule 14a-6(g) — Requires exempt filings.
- Rule 14a-2(b)(1) — Exemption rules.
- Rule 14a-101 — SEC definitions.
Contact
For questions, contact: info@proxyopen.org