This morning, the SEC's Division of Corporation Finance released this monumental "Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season" noting its substantive withdrawal from the Rule 14a-8 no-action process except for requests to exclude proposals under Rule 14a-8(i)(1).
Please see the following Client Alert regarding Corp Fin's statement, courtesy of Proxy Analytics:
I am writing with breaking news from the SEC. This morning, the SEC’s Division of Corporation Finance announced that, for the 2025-2026 proxy season, it will largely step back from issuing traditional no-action responses under Exchange Act Rule 14a-8, except where companies seek to exclude shareholder proposals under Rule 14a-8(i)(1) (improper under state/federal law).
This announcement represents an enormous procedural shift and will have significant implications for how companies manage shareholder proposals in the 2026 proxy season. For now we are sharing the link to the SEC’s statement below, along with a brief summary of the rationale for the change. Please see below:
- Effective immediately, the Division of Corporation Finance will not respond to or express views on Rule 14a-8 no-action requests this season, except where exclusion is sought under Rule 14a-8(i)(1) (improper under state or federal law).
- Rationale: post shutdown resource and timing constraints, heavy workload from registration statements and other filings, and the view that there is already extensive Commission and staff guidance on most Rule 14a-8 exclusion bases.
- In contrast, the Division believes there is not yet sufficient guidance on how state law and Rule 14a-8(i)(1) apply to precatory proposals, so it will continue to review and respond to requests under Rule 14a-8(i)(1).
- For exclusion bases other than Rule 14a-8(i)(1), if a company wants a staff response, it must include in its Rule 14a-8(j) notice an unqualified representation that it has a reasonable basis to omit the proposal based on Rule 14a-8, prior published guidance, and or judicial decisions.
- The policy applies to the current proxy season (October 1, 2025 through September 30, 2026) and to pending no-action requests submitted before October 1, 2025 where the staff has not yet responded, and allows supplemental representations for those filers.
Please stay tuned for more information about this development.