Corporate & Securities Blog

On November 17, 2025, the SEC’s Division of Corporation Finance issued a statement regarding no action letter requests related to Rule 14a-8 shareholder proposals.

For the 2025-2026 proxy season, the SEC will not stand in the way of companies wanting to exclude shareholder proposals from their annual meetings except for proposals potentially excludable on state law grounds. The statement cited the large backlog of filings that accumulated during the government shutdown. The staff also cited the extensive body of guidance from the SEC on shareholder proposal questions:

“Due to current resource and timing considerations following the lengthy government shutdown and the large volume of registration statements and other filings requiring prompt staff attention, as well as the extensive body of guidance from the Commission and the staff available to both companies and proponents, the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).”

The sole exception to the new policy are requests under Rule 14a-8(i)(1) which permits companies to exclude proposals that not proper subjects for action by shareholders under applicable state law.  Chairman Atkins has stated that there may be no fundamental right under Delaware law for a company’s shareholders to vote on precatory proposals.

The statement also provides an alternative for companies that still want to receive a response to their notification that they intend to exclude a proposal from an annual meeting on a basis other than Rule 14a-8(i)(1). Companies must still notify the commission and proponents no later than 80 calendar days before filing their definitive proxy statement if they intend to exclude a shareholder proposal. Companies must include in their submissions an unqualified representation that the company has a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8, prior published guidance, and/or judicial decisions.