The SEC Division of Corporation Finance published two new C&DIs on Notices of Exempt Solicitation, which - as previously reported: 2018 Proxy Season: New & Notable - have increasingly been filed voluntarily by retail investor proponents John Chevedden and Jim McRitchie to buttress their positions on particular proposals. New C&DI 126.06 affirms that Staff will permit voluntary exempt solicitation filings provided that the written soliciting material is submitted under the cover of Notice of Exempt Solicitation (as described in C&DI 126.07), and such cover notice clearly states that the notice is being provided on a voluntary basis, and new C&DI 126.07 makes clear that the Rule 14a-103 information (including the name and address of the person relying on the exemption) must precede or accompany (i.e., serve as a "cover" for) the written soliciting material.
See this Gibson Dunn post and additional information on exempt solicitation trends in Sullivan & Cromwell's 2018 Proxy Season Review and Gibson Dunn's Shareholder Proposal Developments During the 2018 Proxy Season - both of which were reported on here. We first reported on this development in this week's Society Alert!