On August 14, 2026, the Securities and Exchange Commission’s Division of Corporation Finance announced that it will discontinue responding to Rule 14a-8 no-action requests entirely, effective immediately and until the Division announces otherwise. It will also stop responding to notices filed under Rule 14a-8(j) with the “no objection” letters the Division was issuing last season.
See https://www.sec.gov/newsroom/speeches-statements/corpfin-statement-rule-14a-8-process-081426.
On July 23, 2026, the Shareholder Rights Group, the New York State Comptroller Thomas P. DiNapoli, Ceres, For the Long-Term, the Interfaith Center on Corporate Responsibility, and US SIF filed a rulemaking petition asking the Commission to retain the no-action process and to sharpen it. Today’s announcement makes that petition more urgent, not less.
See https://www.sec.gov/files/rules/petitions/2026/petn4-917.pdf; https://www.investorrightsforum.com/new-blog-1/rulemaking-petition-factsheet.
• It is good the Division will no longer issue the no-objection letters it provided last season. Those letters rested on nothing more than the company’s own representation that it had a reasonable basis to exclude, and they lent the appearance of Commission review where no review had occurred.
• However, with the Division stepping away from its role a neutral referee, that leaves the courts as the only forum for resolving exclusion disputes between companies and proponents, and the courts are a blunt instrument for that work. The administrative no-action process historically provided a neutral forum for resolving disputes quickly and at relatively low cost. In contrast, litigation is slow, expensive, and available in practice only to those who can afford it. Furthermore, when the litigation is only mechanism available to enforce shareholder rights investor-company relations can shift onto an adversarial footingmore rapidly.
• Our rulemaking petition asked the Commission, before adopting any approach that shifted dispute resolution to the courts, to evaluate the litigation costs that approach would impose. The Division has now produced that outcome without conducting any such evaluation.
• The Division says companies will continue to be required to submit notices under Rule 14a-8(j). It says nothing at all about proponent responses. Rule 14a-8 states that a proponent may respond to the company’s stated reasons for exclusion and urges proponents to do so as soon as possible to give the Commission time to fully consider their submission. That provision has meaning only if someone at the Commission reads both submissions. The rule, in other words, contemplates a no-action process. Our petition sought to strengthen exactly this feature, asking for defined response periods for proponents and for confirmation that the staff would consider any timely response. Today’s statement instead preserves the company’s filing obligation while abandoning the function that obligation was designed to serve.
• The Division points to the extensive body of existing guidance as sufficient to inform companies and proponents on Rule 14a-8 as part of its justification for discontinuing the no-action process. That body of guidance is now frozen. It reflects the questions put to the staff in past seasons, and it will grow more dated with each season that follows. Proposals addressing newer and emerging risks, or proposals remodeled to address prior staff guidance, are precisely the ones for which no on-point guidance exists, and they will now be resolved by companies alone, unless a proponent can afford to litigate. Our April 2026 report examined how this played out during the suspension this past proxy season. See https://www.shareholderrightsgroup.com/2026/04/shareholder-proposals-and-corporate.html. • Many companies did include shareholder proposals in their proxy materials last season rather than exclude them unilaterally. We cannot assume that will hold. Those companies were acting during a period of regulatory uncertainty, in response to an announcement framed as a temporary suspension for a single proxy season.
• The rulemaking petition asks the Commission to recalibrate Rule 14a-8 rather than dismantle it, and to retain the no-action process with reforms that would reduce demands on the staff: a short engagement period after a notice of intent to exclude, so that companies and proponents can resolve matters between themselves; clear response timeframes on both sides; and the removal of obsolete paper filing requirements. That is a live alternative to what the Division did today, and it is one the Commission has not evaluated. Whether the no-action process is expendable is a question for the Commission, on notice and comment, not for a staff statement. We urge investors to write in support of the petition to rule-comments@sec.gov. For more details on how to do so, see https://www.corpgov.net/2026/07/investors-mobilize-to-defend-rule-14a-8/.
Sanford Lewis
Director and General Counsel
Shareholder Rights Group
Khadija Foda
Associate Counsel
Shareholder Rights Group
