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Shareholder Proposal Exclusions: State of Play

By Randi Morrison posted an hour ago

  

Jasper Street’s Monthly Insights includes noteworthy observations and commentary on recent developments associated with core proxy season focal areas including shareholder engagement and activism, shareholder proposals, and discrete institutional investor developments.

Notably with regard to the SEC’s recent shift in managing Rule 14a-8 no-action requests, the firm reports 133 companies having excluded 163 proposals as of March 31 since the November 17, 2025, announcement. The following bar charts show the bases for exclusions as of that date, with many proposals citing more than one procedural and/or substantive basis for exclusion:

As reported previously and discussed in the report, we continue to see shareholder suits against companies for their unilateral exclusion of proposals in the absence of shareholder engagement.

See “Six Companies Sued for Excluding Shareholder Proposals from 2026 Proxy Materials” (Fenwick); “Shareholder Proposals: Trillium’s Use of Non-Litigation to Negotiate an Inclusion” (The Governance Beat); and additional resources on our Proxy & Annual Reporting Season 2026 page.

              This post first appeared in the weekly Society Alert!

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