OSC's amended rule changes what intermediaries must disclose on proxy forms
The OSC has amended National Instrument 54-101 and its companion policy, tightening how intermediaries communicate with beneficial owners ahead of September 22, 2026.
The Ontario Securities Commission published the changes in its August 27, 2026 Bulletin.
Under the revised National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, Section 2.7 has been renumbered as subsection 2.7(1) and gains a new subsection 2.7(2). A reporting issuer that sends proxy-related materials to beneficial owners under that section, and that includes the disclosure statement referred to in section 4.5.3 of National Instrument 51-102 Continuous Disclosure Obligations, must now place that statement either within the proxy-related materials themselves or in the separate document described in that provision. Section 2.7.1 changes similarly: a new subsection (3) requires reporting issuers that send notices to beneficial owners under paragraph (1)(a), and that include the same NI 51-102 statement, to fold it into the notice or the accompanying separate document.
The instrument takes effect September 22, 2026. Saskatchewan carries an exception - if the amendment reaches that province's Registrar of Regulations after September 22, it takes effect there on the day it is actually filed.
Alongside the rule change, the OSC published revisions to Companion Policy 54-101CP. Section 4.1 has been replaced in full, and the new text covers mechanics dealers and other intermediaries handle every proxy season. It describes how a beneficial owner uses a client response form under Part 3 of the instrument to set choices about receiving materials and disclosing ownership information, and how that owner can later change those instructions by notifying the intermediary through which the securities are held. The policy states that proximate intermediaries should alert clients to the costs and other consequences tied to the options on that form.
The revised guidance also spells out how those standing instructions interact with a separate obligation under National Instrument 51-102. That rule requires reporting issuers to send registered holders and beneficial owners, other than holders of debt instruments, an annual request form they can use to ask for a copy of the issuer's financial statements and management's discussion and analysis. If a beneficial owner gets that form and does not return it or otherwise request the documents, the failure overrides their standing instructions on financial statements under NI 54-101 - unless the reporting issuer instead provides electronic access to those documents under section 4.5.1 or 4.5.2 of NI 51-102.
Both changes take effect the same day, September 22, 2026. The full text of the amendments to National Instrument 54-101 and Companion Policy 54-101CP is available at https://www.osc.ca/en/securities-law/instruments-rules-policies/5/54-101/amendments-national-instrument-54-101-communication-beneficial-owners-securities-reporting-0.
