Shareholder proposal rule
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
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...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
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
As 2025 comes to a close, we reflect back on a relatively quiet quarter at the SEC and look ahead to possible regulatory reforms in the coming year. In this Snapshot, we review renewed calls to retool executive compensation...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
On December 11, 2025, President Donald J. Trump signed an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.”...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
Glass Lewis has released its 2026 US Benchmark Policy Guidelines, which will apply to shareholder meetings held on or after January 1, 2026. Consistent with recent years, the updates are incremental rather than structural,...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
Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption of support for...more
US public companies are gearing up for the 2026 proxy season. In this post, we take a look at some of the legal and other developments that will influence environmental and social proposals and company responses....more
On November 17, 2025, the SEC’s Division of Corporation Finance (the “Division”) announced how it will handle requests relating to shareholder proposals under Rule 14a-8. During the 2025-2026 proxy season (until September 30,...more
In a significant change to how the SEC Staff handles requests to exclude Rule 14a-8 shareholder proposals, during the 2025–2026 proxy season companies will no longer need to seek Staff no-action relief before excluding a...more
As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding)...more
The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and...more
The SEC’s Division of Corporation Finance recently issued a statement (the “Statement”) that, for the current proxy season, it will not respond to no-action requests for, and express no views on, companies’ exclusion of...more
As we previously posted, on November 17, 2025, the SEC’s Division of Corporation Finance announced a significant change in how it will engage with shareholder proposal exclusions. Just two days later, on November 19, 2025,...more