Courtesy of Proxy Analytics, the data below summarizes Rule 14a-8 no-action activity for the 2026 proxy season. For purposes of this analysis, each proxy season runs from July 1 through June 30.*
Key findings include:
- No-action requests declined sharply—Based on publicly available information, 227 no-action letters were tracked during the 2026 proxy season, down ~37% from 355 letters in the 2025 proxy season and the lightest no-action activity since 2023. The decline exceeded the ~16% reduction in overall shareholder proposal submissions.
- Companies challenged fewer shareholder proposals—Companies challenged 30% of shareholder proposals, down from 39% in 2025. Challenge rates declined for both governance proposals (32% to 27%) and environmental and social proposals (39% to 32%), suggesting companies were more selective in seeking no-action relief under the SEC's new reasonable-basis framework.
- Fewer exclusions, but a higher exclusion rate—While companies excluded fewer shareholder proposals in absolute terms (174, compared with 192 in 2025), excluded proposals represented a larger percentage of all shareholder proposals submitted (726 in 2026 versus 864 in 2025), increasing the exclusion rate from 22% to 24%.
- Litigation remained limited—Despite concerns that the SEC's revised framework would spur shareholder litigation, just six shareholder proposal exclusions were challenged in court during the 2026 proxy season. Half of those cases settled before reaching the merits, while the remaining three resulted in mixed outcomes, providing little clear judicial guidance under the revised Rule 14a-8 framework.
Relatedly, in this article, Skadden reviews companies' experiences under the SEC's revised approach to shareholder proposal exclusions and observes, among other things, that investor and proxy advisor reactions to proposal exclusions were generally more muted than many had anticipated. For example, while nearly half of nominating and governance committee chairs at companies excluding shareholder proposals received the lowest level of shareholder support among directors standing for reelection at their companies, and anot her one-third ranked among the bottom three, the vast majority still received more than 90% support. In most cases, lower support appeared attributable to other governance concerns rather than the exclusion of shareholder proposals. ISS and Glass Lewis generally noted proposal exclusions in their reports but rarely altered their voting recommendations on that basis.
For the 2027 proxy season, Skadden suggests that companies continue evaluating exclusion decisions not only on the legal merits under Rule 14a-8, but also in light of potential litigation, investor relations, and governance considerations, while clearly explaining the rationale for any exclusion to help minimize adverse investor reactions.
* Editor’s Note: Corporate issuers who are members of the Society can request a complimentary copy of Proxy Analytics’ more detailed memo via this email address.