SEC proposes scrapping the federal shareholder proposal rule, after ending no-action letters
On 16 September 2026 the SEC proposed rescinding Rule 14a-8, which lets shareholders put proposals in a company's proxy statement, leaving the matter to state law and companies' own documents. A second proposal would end the requirement to deliver an annual report to shareholders. A month earlier, on 14 August, SEC staff stopped responding to shareholder-proposal no-action requests altogether.
The US Securities and Exchange Commission (SEC) issued two proposing releases on 16 September 2026 on its proxy rules.
Shareholder proposals
- The SEC proposed to rescind Rule 14a-8, saying it exceeds the SEC's statutory authority and intrudes into state law. Whether shareholders can have their proposals included in company proxy materials would be left to state law and each company's governing documents.
- Changes to Rule 14a-4(c) would give companies more flexibility over discretionary proxy voting authority for proposals.
Proxy solicitation modernisation
- End the requirement to deliver an annual report to security holders.
- Remove the delivery deadline for documents incorporated by reference into a proxy statement.
- End notices of exempt solicitation.
- Shorten the minimum broker search period from 20 business days to five.
Comments are open for 60 days after publication in the Federal Register.
Earlier: no more no-action letters
On 14 August 2026 the Division of Corporation Finance ended the Rule 14a-8 no-action process with immediate effect, including for state-law grounds. Companies must still notify the SEC under Rule 14a-8(j) at least 80 calendar days before filing definitive proxy materials, now through the SEC's online form.
Who is affected
US public companies, their company secretaries and proxy teams, and shareholder proponents.