Division of Corporation Finance Discontinues Responses to No Action Letter Requests Regarding Shareholder Proposals

Exchange Act Rule 14a-8 addresses when a company must include a shareholder’s proposal in its proxy statement for an annual or special meeting of shareholders. In order to have a proposal included, a shareholder must be eligible and follow certain procedures set forth in the rule. Under specific circumstances enumerated in Rule 14a-8, a company is permitted to exclude a shareholder proposal, but only after submitting its reasons to the SEC. On August 14, 2026, the SEC’s Division of Corporation Finance (Division) released an updated statement regarding its role in the Rule 14a-8 shareholder proposal process.

As described in our November 2025 Advisory, the Division announced that from October 1, 2025 through September 30, 2026, it would neither respond to no-action requests for, nor express 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).¹ Companies that intended to exclude a proposal on any basis (whether under Rule 14a-8(i)(1) or otherwise), however, were still required to notify the SEC and proponents no later than 80 calendar days before filing a definitive proxy statement. In its November 2025 announcement, the Division also stated that, if a company (or its counsel) included, as part of such notification, an unqualified representation that the company had a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8(i) other than Rule 14a-8(i)(1), prior published guidance, and/or judicial decisions, the Division would respond with a letter indicating that, based solely on such representation and without evaluating the adequacy of the representation or expressing a view on the basis or bases the company intends to rely on in excluding the proposal, it would not object if the company omitted the proposal from its proxy materials.

The Division has now determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1),² effective immediately. Companies will continue to be required under Rule 14a-8(j) to submit notices to the SEC and the proposing shareholder containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials,³ but the Division will no longer respond with a letter indicating that it will not object if a company omits a proposal from its proxy materials. Companies will thus need to make decisions as to whether shareholder proposals may be excluded under Rule 14a-8(i) without the benefit of any views from the Division.

The staff of the Division of Investment Management (DM), which is responsible for reviewing Rule 14a-8 requests related to investment companies, will take a substantially similar approach.⁴

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.