Don’t Forget to Update Your Proxy Statement Cover Page!

As many companies are in the midst of preparing - and filing - proxy statements for their upcoming annual meetings, some may be overlooking a recent form change. One result of the SEC's revised filing fee disclosure rules that became effective a few months ago - on January 31st - is that the cover page for proxy statement filings has changed. This applies for filings made after (or on) January 31st. Here is the revised Schedule 14A (the change is also reflected on page 352 of the adopting release). Since companies typically don't owe filing fees for proxy statements filed in connection with their annual meetings, it's easy to see why some folks have overlooked this change. Previously, the SEC cover page included blanks for filing fee information in case a fee was indeed required. However, under the new rules, any filing fee information has been moved to an exhibit. The result is a new, simplified set of check boxes on the SEC filing cover page as shown below: Payment of Filing Fee (Check all boxes that apply): ☐                    No fee required ☐                    Fee paid previously with preliminary materials ☐                    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11