Securities Regulation Daily Wrap Up, PROXIES—SEC once again alters shareholder proposal process, (Aug 14, 2026)

By Mark Nelson

The latest guidance constitutes the second, and perhaps most radical, change in how agency staff do (or don’t) reply to companies’ requests.

The SEC’s Division of Corporation Finance (CorpFin) announced that neither it nor the Division of Investment Management (IM) will respond to company requests for no-action letters regarding the exclusion of shareholder proposals from proxy materials. The guidance applies even to state law matters, a topic CorpFin had previously carved out in prior guidance as something it would still review. CorpFin’s statement said the change in procedure is effective immediately.

Within the past year and a half, CorpFin already had said it would no longer respond in full to companies’ requests to exclude shareholder proposals, although the prior guidance still required SEC staff to send a letter acknowledging a company’s request and that staff did not object to a company’s legal basis for exclusion. Agency staff, under the prior guidance, still were poised to provide full reviews and responses to such requests if they implicated state law matters. The new guidance said via footnote that staff received no state law-based requests under the prior guidance.

New CorpFin-IM guidance:

• CorpFin will no longer respond to requests per Exchange Act Rule 14a-8, including requests asserting Rule 14a-8(i)(1) as the basis for exclusion.

• CorpFin will no longer respond to notices filed per Rule 14a-8(j) with a nonobjection letter in the event a company omits a shareholder proposal from its proxy materials. CorpFin said an agency response is not required under the rule.

• The Investment Management Division reviews requests regarding investment companies and is expected to follow a “substantially similar approach” to that of CorpFin.

• The new guidance is effective immediately.

Satisfying the guidance in practice:

• Do continue to submit notices to the Commission per Rule 14a-8(j) with information backing the asserted basis for exclusion.

• Companies and proponents should use the SEC’s Shareholder Proposal Form to submit notices and other related correspondence.

• Do not use CorpFin’s old shareholder proposal email address because it has been rendered nonfunctional.

• Rule 14a-8(j) notices intended for the IM Division should be submitted via IM’s shareholder proposal email address. Other company or shareholder proponent correspondence should be submitted to IM’s Disclosure Review and Accounting Office via the same email address.

When the last set of CorpFin guidance appeared, it consisted of statements, staff legal bulletins, and CFIs, and much of it was issued close to the start of proxy season. The new guidance may allow companies to make any further adjustments farther in advance of the start of when the next proxy season begins in earnest.

Perhaps the one lingering question will be, in the absence of staff review of state law matters, whether any companies could take that as a signal to more aggressively assert exclusion on that basis, but perhaps companies will remain as circumspect as they were under the last set of guidance.

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