On 14 August 2026, the US Securities and Exchange Commission's Division of Corporation Finance issued an updated statement.1 The Division will discontinue responding to Rule 14a-8 no-action requests entirely. The change takes effect immediately, unless and until the Division announces otherwise. It extends the Division's approach for the 2025 to 2026 proxy season. That approach suspended responses except for requests under Rule 14a-8(i)(1). The exception now falls away. The Division will also no longer issue no objection letters in response to Rule 14a-8(j) notices. Companies must still submit Rule 14a-8(j) notices when excluding shareholder proposals. Notices must be filed through the online Shareholder Proposal Form. The Division of Investment Management will take a substantially similar approach for investment companies. The withdrawal shifts exclusion decisions, and their litigation risk, wholly onto companies and their counsel.
What the Division has Discontinued
The US SEC Division stated that it "has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), effective immediately, unless and until the Division announces otherwise".1 It will also no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials.1
The US SEC Division gave two reasons. First, focusing its resources on the review of Securities Act and Exchange Act filings, including statutorily required reviews, for the protection of investors and facilitation of capital formation. Second, the extensive body of US SEC and staff guidance already available to companies and proponents on Rule 14a-8.1 The Division noted that no requests under Rule 14a-8(i)(1) were received during the 2025 to 2026 season, and recalled the US SEC's 1976 position that no response or other action by the US SEC or its staff is required in regard to such communications.2
Companies remain required under Rule 14a-8(j) to submit notices to the US SEC containing the information required by the rule when they intend to exclude shareholder proposals from proxy materials.1 Notices must be submitted using the online Shareholder Proposal Form, and the Division's shareholder proposal email address is no longer functional.1 For investment companies, the Division of Investment Management will take a substantially similar approach, with Rule 14a-8(j) notices submitted by email to its Disclosure Review and Accounting Office.1 Exclusion without a compliant and timely Rule 14a-8(j) filing, ordinarily 80 days before the definitive proxy statement, remains a rule violation independent of the merits of the exclusion.
From Pilot to Permanent Posture
The November 2025 statement had offered companies a middle path: a company could include an unqualified representation from itself or counsel that it had a reasonable basis to exclude the proposal, and the Division would respond that, based solely on that representation, it would not object.1 That mechanism is now also withdrawn.
The updated statement was previewed in remarks by SEC Chairman Paul Atkins on 9 July 2026, in which he described the 2025 to 2026 proxy season as a proof of concept and stated that the staff's "interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements".3
Accordingly, exclusion decisions should be supported by a written analysis of the applicable Rule 14a-8 basis, precedent staff positions, which the November 2025 statement confirmed remain non-binding informal views in both directions, and relevant case law, prepared to withstand judicial rather than staff scrutiny.
The US SEC has signalled a forthcoming proposal to modernise Rule 14a-8, which may reshape the framework the staff has now stepped back from administering.4 Until then, the rule operates without an administrative referee. This article is provided for general information only and does not constitute legal advice.
Footnotes
- US Securities and Exchange Commission, Division of Corporation Finance, "Updated Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process", 14 August 2026, available at www.sec.gov/newsroom/speeches-statements/corpfin-statement-rule-14a-8-process-081426; Division of Corporation Finance, "Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season", 17 November 2025.
- Statement of Informal Procedures for the Rendering of Staff Advice with Respect to Shareholder Proposals, Release No. 34-12599 (7 July 1976), 41 FR 29989 (20 July 1976).
- Chairman Paul S. Atkins, remarks to the Society for Corporate Governance, 9 July 2026, available at www.sec.gov.
- Contemporaneous reporting on shareholder proponent litigation during the 2025 to 2026 proxy season and the US SEC’s planned Rule 14a-8 modernisation proposal, August 2026.
