Shareholder proposal rule
Introduction - The 2026 proxy season is expected to bring meaningful developments that have the potential to reshape how companies approach the proxy process. From the continued reversing of the pendulum regarding...more
In November 2025, the U.S. Securities & Exchange Commission’s (SEC) Division of Corporation Finance announced that, for the 2025–2026 proxy season, it will no longer issue substantive “no-action” letters for Rule 14a-8...more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
On 11 December 2025, President Trump issued a long-awaited executive order (EO) entitled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.” ...more
BlackRock and Vanguard have released their proxy voting guidelines for the 2026 proxy season. This alert highlights the key updates in BlackRock Investment Stewardship’s (BIS) proxy voting guidelines for US securities and...more
Last month, I blogged several times about what ISS changed in its proxy voting guidelines for this proxy season. Now, ISS has updated its three sets of FAQs – consisting of Non-Compensation FAQs; Executive Compensation FAQs;...more
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the...more
Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2026 proxy season. This year’s updates include clarifying changes to ISS’ guidelines relating to...more
Following up on last week’s blog about the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company...more
While the pace of amendments and rule changes from the US Securities and Exchange Commission (SEC) slowed in 2025 with the change in presidential administration and the appointment of new SEC Chair Paul S. Atkins...more
Since Inauguration Day in January 2025, the new administration has in various ways publicly trumpeted the advisability of reversing numerous environmental, social, and governance (ESG) policies that many governmental and...more
Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a...more
As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season. These...more
Here’s the video archive (free registration required) for the recent webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as...more
Companies have important decisions to make as they prepare for the 2026 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive...more
The U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced on Nov. 17, 2025, that it will not issue Exchange Act Rule 14a-8 no-action letters to companies seeking to exclude shareholder...more
ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....more
Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. ...more
On November 17, 2025, the US Securities and Exchange Commission (SEC) Division of Corporation Finance announced that it will not respond to no-action requests by companies to exclude shareholder proposals for the 2026 proxy...more
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...more
Under the leadership of the Securities and Exchange Commission’s (SEC or Commission) Chairman Paul Atkins, there have been several significant developments that affect shareholder proposals. The SEC’s most recent development...more
On 17 November 2025, the Division of Corporation Finance (the Division) of the US Securities and Exchange Commission (the SEC) issued a statement announcing that it will not respond to or express views on most no-action...more
Glass Lewis has released its 2026 Benchmark Policy Guidelines, along with its 2026 Benchmark Policy Guidelines on Shareholder Proposals and ESG-related issues, introducing several notable changes ahead of the upcoming proxy...more
ISS updated its benchmark proxy voting policies on November 25, 2026. The updates applicable to U.S. companies are briefly summarized below. ...more