Shareholders Launch Proxy Open Exchange (POE) in Response to SEC Restrictions on EDGAR Exempt Solicitation Postings
FOR IMMEDIATE RELEASE
New open-access platform at ProxyOpenExchange.org (POE) enables all shareholder proponents to publish exempt solicitations in the form of proxy memos related to their shareholder proposals. This fills the gap created by the SEC’s recent action prohibiting shareholders with less than $5 million in share value from participating in open communications about their proposals.
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CALIFORNIA – April 24, 2026 – As You Sow, the nation’s leading shareholder representative, today announced the launch of Proxy Open Exchange (POE) -- a community-driven platform that enables shareholders to publicly post exempt solicitations (aka proxy memos) related to their shareholder proposals. These filings contain critical material information and citations explaining the basis for shareholder proposals to be voted on at upcoming corporate annual general meetings.
POE provides a free, transparent, alternative platform for the hundreds of shareholder proponents who lost access to the SEC’s EDGAR filing system following the agency’s decision -- Compliance & Disclosure Interpretation Question 126.06 -- that prevents shareholders with less than $5 million in share value from uploading and sharing their proxy memos with other investors.
For decades, shareholders both large and small, from individual shareholder proponents to large institutional investors, used the SEC’s EDGAR system to voluntarily file Notices of Exempt Solicitation (PX14A6G) to provide analysis and background information with fellow shareholders ahead of annual general meetings. These filings covered a broad range of corporate governance issues, from climate risk disclosure and executive compensation to political spending, worker safety, pesticide reduction, and board accountability.
“The SEC’s unilateral decision to restrict access to the EDGAR platform is an attempt to suppress material information that shareholders require to make informed decisions,” said Andrew Behar, CEO of As You Sow. “POE restores transparency, a core tenet of our free markets, to the shareholder proposal process. Shareholders have a right to be heard and a right to know the impact of what’s being proposed at their companies before they cast their votes. The SEC’s decision to restrict access is a continuation of its campaign to suppress vital information that serves as an early-warning system to shareholders in their assessment of risk and return.”
In January 2025, the SEC’s Division of Corporation Finance reversed its longstanding position on who can post exempt solicitation filings. The change effectively closed EDGAR to most shareholder proponents who had relied on the system as a public channel for transparent engagement. The SEC’s rationale was that shareholder information filings on EDGAR were being used “primarily as a means to seek publicity.”
“If, by publicity, the SEC means shareholders use their filings to inform company executives, board directors, shareholders, and the public, about critical details enabling them to fulfill their fiduciary duty, then I agree,” added Behar. “Such open information sharing has previously been actively supported by the SEC as a means of ensuring sufficient information for sound investor decision making. Having closed off EDGAR, shareholders will either have less information to inform their vote or will spend far more time and energy seeking such information.”
The Proxy Open Exchange is a searchable, publicly accessible repository where proponents can post, and all shareholders can read rationales and references regarding shareholder proposals before making a voting decision. Each submission links directly to a company’s definitive proxy statement (DEF 14A) on EDGAR and identifies the specific proposal item number. All posts are reviewed before publication and released under Creative Commons Attribution 4.0 terms, ensuring they remain freely available to shareholders, researchers, journalists, and the public.
The platform is available now at proxyopenexchange.org.
“Transparency in shareholder engagement should not depend on how much stock you own,” said Danielle Fugere, President and Chief Counsel of As You Sow. “The proposals these proxy memos support address some of the most significant risks facing companies today. POE ensures that shareholders can continue to make their case publicly, regardless of changes in SEC policy.”
Organizations wishing to submit exempt solicitations can create a free account at proxyopenexchange.org. The platform is open to the public for browsing and research.
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.