Jul. 16, 2026
I respectfully oppose the Commission’s proposal to replace the longstanding affirmative-consent framework for electronic delivery with a default electronic delivery regime. The current opt-in approach appropriately places the burden on regulated entities, not investors, to ensure that required disclosures are actually received. The proposed rule reverses that presumption, assuming that electronic delivery is effective unless an investor affirmatively opts out. While electronic communication has become commonplace, it is not universally reliable or accessible. Many investors, particularly seniors, individuals with disabilities, rural households with unreliable internet access, low-income investors, and those who intentionally separate financial communications from their primary email accounts, remain vulnerable to missed disclosures. Email addresses change, spam filters evolve, inboxes become overwhelmed, and online accounts are abandoned. Even diligent investors can fail to receive or notice important proxy materials, prospectus updates, tender offers, or other legally significant communications. The Commission emphasizes that investors will retain the ability to opt out and request paper copies. However, that protection is meaningful only if investors fully understand that they have been enrolled in electronic delivery, appreciate the consequences of doing nothing, and continue to receive the notices informing them of their rights. In practice, inertia is powerful. Many investors will remain in electronic delivery by default not because they prefer it, but because they never realize a change has occurred. The proposal also risks reducing investor engagement. Paper communications, while more expensive, often provide a tangible reminder to review important information and participate in corporate governance. Electronic notices can be overlooked among the hundreds of messages consumers receive each week. Lower engagement could ultimately reduce proxy voting participation and investor awareness of material developments. Although the proposal cites potential cost savings for issuers and intermediaries, those savings should not outweigh the Commission’s core statutory mission to protect investors. Cost reductions are appropriate only where there is confidence that investors will continue to receive and review required disclosures with equal effectiveness. The proposal does not demonstrate that this standard has been met across the full population of retail investors. If the Commission proceeds, it should at minimum: Retain affirmative consent for retail investors receiving critical disclosures. Require periodic reconfirmation that electronic contact information remains valid. Mandate clear, conspicuous annual reminders of the right to return to paper delivery. Require stronger evidence of successful delivery than merely transmitting an email or electronic notice. Preserve paper delivery by default for investors over a specified age unless they affirmatively elect electronic delivery. The Commission has long recognized that notice, access, and evidence of delivery are fundamental principles of effective disclosure. Weakening the evidence-of-delivery standard by eliminating affirmative consent risks undermining those principles. Modernization should improve investor protection, not merely reduce distribution costs. For these reasons, I urge the Commission not to adopt the proposal in its current form.