On August 14, the SEC’s Division of Corporation Finance announced that, effective immediately, it is discontinuing responses to all Rule 14a-8 no-action requests unless and until the Division announces otherwise. While the development is not unexpected in light of the Division’s approach during the 2025-2026 proxy season and SEC Chair Paul Atkins’ recent remarks at the Society’s National Conference, it marks a significant further departure from the SEC staff’s longstanding role in the shareholder proposal process.
As previously reported, in November 2025, Corp Fin announced that for the 2025-2026 proxy season it generally would not provide substantive responses to Rule 14a-8 no-action requests, except for requests under Rule 14a-8(i)(1) involving whether a proposal is a proper subject for shareholder action under state law. For other bases for exclusion, a company could obtain a response indicating that the Division would not object to exclusion based solely on an unqualified representation by the company or its counsel that the company had a reasonable basis for excluding the proposal.
The new announcement eliminates both remaining avenues. Corp Fin will no longer respond to requests under Rule 14a-8(i)(1), nor will it issue a response based on a company’s unqualified representation. The Division cited its desire to focus resources on Securities Act and Exchange Act filing reviews, including statutorily required reviews, as well as the extensive body of existing Commission and staff guidance concerning Rule 14a-8. The Division also noted that, although the staff has for many years informally expressed its enforcement position in response to Rule 14a-8(j) notices, the Commission has long recognized that no staff or Commission response to those notices is required.
Importantly, companies intending to exclude shareholder proposals remain required to submit Rule 14a-8(j) notices to the SEC containing the information required by the rule. Those notices are to be submitted through the SEC’s Shareholder Proposal Form. Corp Fin’s shareholder proposal email address will no longer be functional, and companies and proponents are directed to use the form for questions and other correspondence. The Division of Investment Management will take a substantially similar approach for Rule 14a-8 matters involving investment companies.
As Sullivan & Cromwell observes, the change largely extends the approach taken during the 2025-2026 proxy season, but removes the remaining exceptions to the Division’s no-review posture. The firm also notes that the prior season’s approach resulted in litigation challenging companies’ exclusions of shareholder proposals and that a further extension may produce additional litigation and uncertainty.
The announcement is particularly noteworthy given the decades-long role of the no-action process in resolving disagreements between companies and shareholder proponents over whether proposals may be excluded without litigation. It also comes as the SEC is undertaking a broader review of Rule 14a-8. As previously blogged, Chair Atkins recently pointed to the 2026 proxy season as evidence that companies and shareholders can address Rule 14a-8 exclusion questions without the SEC “calling balls and strikes,” while indicating that the Commission is considering more fundamental changes to the shareholder proposal framework.
Access additional resources on our Shareholder Proposals page.