The Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC) announced on August 14, 2026, that, effective immediately, it has discontinued responding to all no-action requests under Rule 14a-8 (Rule 14a-8) under the Securities Exchange Act of 1934, as amended (the Exchange Act) unless and until the Division announces otherwise.

Overview

Rule 14a-8 provides the legal framework when companies subject to federal proxy rules must include shareholder proposals in their proxy statements and identify the proposals in their forms of proxy in connection with annual or special meetings of shareholders. The rule includes certain thresholds and limitations with respect to a shareholder’s ownership of voting securities and the proposal contents, along with enumerating various bases for companies to exclude such proposals from their proxy materials.

Historically, companies intending to exclude shareholder proposals typically submitted their requests to the Division in pursuit of a “no-action letter” to validate their analysis. This process included notice requirements to the proponent and required advance planning by the submitting company and its legal team.

On November 17, 2025, the Division announced that for the 2025-2026 proxy season running from October 1, 2025 through September 30, 2026, it would no longer express views or generally respond to no-action requests for exclusion under Rule 14a-8, subject to the limited exception of requests under Rule 14a-8(i)(1), which relates to proposals that are not a proper subject for action by shareholders under the laws of the jurisdiction of the company’s organization. However, companies were still required to notify the Division and the proponent at least 80 days before filing definitive proxy materials pursuant to Rule 14a-8(j).

At that time, the Division offered a limited accommodation for companies that desired some form of SEC response. In such cases, the notification needed to include an “unqualified representation” that the company had a reasonable basis for exclusion, referencing Rule 14a-8, SEC guidance, or judicial decisions. The Division’s response would state that, based solely on the representation, it would not object to the exclusion but would not assess the adequacy of the representation or express a view on the exclusion basis asserted by the company.

In limiting the scope of its review for the 2025-2026 proxy season, the Division had cited resource and timing considerations following the lengthy government shutdown, the volume of registration statements and other filings requiring the SEC staff’s attention, and the extensive body of existing SEC guidance.

The New Approach

The Division’s August 14, 2026 announcement again points to the extensive body of SEC guidance and resource constraints, stating that it prefers to “focus Division resources on the review of Securities Act and Exchange Act filings, including those reviews that are statutorily required, for the protection of investors and facilitation of capital formation…” Effective immediately, the Division will no longer respond to requests under Rule 14a-8(i)(1), noting that none were received during the 2025-2026 proxy season, nor will it provide any letter indicating that it will not object if a company omits a proposal from its proxy materials.

Companies are still required, under Rule 14a-8(j), to submit notices to the SEC, through the online Shareholder Proposal Form, containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials. Companies must also simultaneously provide proponents with copies of their submissions. The Division’s shareholder proposal email address is no longer active. Companies and proponents should also use the Shareholder Proposal Form to submit questions and other correspondence.

Key Takeaways

The Division articulated that its further limited approach will continue unless and until the Division announces otherwise. While many commentators were expecting the Division to come to this decision, there are issues that companies should consider as they analyze shareholder proposals for the foreseeable future.

For example, there is no longer an authoritative backstop to support a company’s decision to exclude a shareholder proposal from its proxy materials. Instead, companies and their legal counsel must continue to carefully consider the rules and SEC guidance when taking a position, with the understanding that there could be an uptick in litigation from proponents over company decisions.

In addition, even though notices of exclusion will no longer result in a response from the SEC staff, the 80-day notice deadline still applies. Our expectation is that these notices will analyze the rules and guidance substantiating the exclusion. In preparing those notices, companies should consider that the principal audiences will now be the proponent and, potentially, a court reviewing the company’s exclusion determination.