SEC Chair Paul Atkins delivered these keynote remarks at the Society's National Conference yesterday focused on financial materiality-based disclosure and a reassessment of the Commission's role in the shareholder proposal process.
With respect to disclosure reform, Chair Atkins reiterated his commitment to returning Regulation S-K to a principles-based regime focused on information that is material to a reasonable investor's evaluation of financial returns. He criticized recent disclosure requirements that, in his view, have expanded beyond the SEC's statutory mission by eliciting immaterial information and increasing compliance costs while obscuring information that is most important to investors. He also highlighted the SEC's ongoing review of Regulation S-K, including consideration of a broad "materiality overlay" that would permit companies to omit immaterial information otherwise called for by specific line-item requirements. In discussing the Commission's request for comment on Regulation S-K, Chair Atkins specifically acknowledged and thanked the Society for its detailed comment letter and engagement on the initiative.
Chair Atkins also devoted significant attention to the SEC's evolving approach to Rule 14a-8. Noting Corp Fin's decision not to issue no-action responses during the 2026 proxy season except in limited circumstances, he posited that the season demonstrated companies and shareholders can resolve disputes without the SEC serving as an intermediary. He characterized the experience as evidence that the SEC should move away from "calling balls and strikes" in the shareholder proposal process and instead allow companies and shareholders to exercise their own judgment within the existing legal framework. Looking ahead, Chair Atkins indicated that the SEC is undertaking a broader review of Rule 14a-8, including the appropriate federal role in regulating shareholder proposals, while cautioning against allowing the process to be used to advance issues that have little bearing on investors' financial returns.
Overall, Chair Atkins framed both initiatives as part of a broader effort to restore the SEC's core mission by reducing unnecessary regulatory burdens, refocusing disclosure on financial materiality, and allowing market participants—not the Commission—to play the primary role in resolving shareholder proposal disputes.