On November 17, the SEC’s Division of Corporation Finance issued a statement announcing that it will play a reduced role in the shareholder proposal process under Exchange Act Rule 14a-8 during the 2025-2026 proxy season.
The Division states that, in a departure from its historical practice, it will not respond to no-action requests for, and will not express views on, companies’ intended reliance on any procedural or substantive basis under Rule 14a-8 for excluding shareholder proposals from their proxy materials. In the only exception to this policy, the Division will respond substantively to no-action requests under Rule 14a-8(i)(1) seeking exclusion of proposals on the basis that they are not a proper subject for shareholder action under state law.
Please see full publication below for more information.
