Corporate & Securities Blog

On August 14, 2026, the SEC’s Division of Corporation Finance (the “Division”) announced it will no longer respond to any no-action requests from companies seeking to exclude shareholder proposals from their proxy materials under Exchange Act Rule 14a-8. The announcement follows the Division’s November 2025 decision to temporarily suspend most no-action requests for the 2025 – 2026 proxy season. What was an initial scale-back has now become a permanent change, effective immediately and until further notice.

The decision marks the end of a decades-long informal practice in which the SEC staff would weigh in on whether a company could properly omit a shareholder proposal from its proxy statement under Rule 14a-8—a process that often served as a helpful guardrail in proxy season disputes.

Key details of the Division’s announcement are summarized below:

• Complete Withdrawal from the No-action Process. The Division will no longer issue any responses to Rule 14a-8 no-action requests, including those under Rule 14a-8(i)(1) for being improper under state law, which had previously remained available for the current proxy season. The Division will also stop issuing “no objection” letters in response to Rule 14a-8(j) notices filed by companies omitting shareholder proposals.
• Compliance Obligations Remain. Companies that intend to exclude a shareholder proposal from their proxy materials must still submit the required notice with the SEC under Rule 14a-8(j).
• New Submission Method. The Division’s shareholder proposal email address is no longer active. All notices, questions, and correspondence must now be submitted through the SEC’s online Shareholder Proposal Form.
• Investment Companies Included. The Division noted in its statement that the Division of Investment Management will take a “substantially similar” approach for shareholder proposals related to investment companies.

The Division explained its decision by emphasizing the need to “focus [its] resources” on reviewing Securities Act and Exchange Act filings, including those that are statutorily mandated, both for “investor protection and capital formation.” The announcement also pointed to the “extensive body of guidance” from the SEC already available to both companies and shareholder proponents on Rule 14a-8. SEC Chairman Paul Atkins in July 2026 described the staff’s intervention between companies and proponents during prior proxy seasons as “tedious and ineffectual” and argued that continuing to assign staff to no-action requests was not “good government.”

Practical Implications for Issuers

Without SEC guidance, issuers will need to independently determine whether a shareholder proposal can properly be excluded under Rule 14a-8—placing greater weight on internal legal analysis, existing staff legal bulletins, and prior no-action letters. Companies that choose to exclude proposals may face a heightened risk of legal challenge by proponents, since the SEC’s informal “blessing” (or rejection) is no longer available as a practical check on either side’s position.

Going forward, companies should (i) review and update their internal procedures for evaluating shareholder proposals; (ii) strengthen documentation for potential proposal exclusions; (iii) engage counsel early in the proxy season in the absence of reliable SEC no-action relief; and (iv) take note of the SEC’s new Shareholder Proposal Form.