Morrison & Foerster’s “A Season of Change: Shareholder Proposals During the 2025 Proxy Season” dissects Rule 14a-8 no-action letter dispositions in the 2025 proxy season within and outside of the context of SLB 14M; identifies apparent policy shifts based on multi-year trends; and notes areas of ongoing confusion and inconsistency in staff no-action determinations.
The piece, which finds that SLB 14M had a relatively mild impact on the submission and disposition of no-action requests in the 2025 season, includes robust discussions of the micromanagement, ordinary business, economic relevance, substantial implementation, and Rule 14a-8(i)(3) (violation of SEC proxy rules) exclusions, and offers considerations for companies in advance of the 2026 season.