SEC Staff Withdraws From The Shareholder Proposal Process

On August 14, 2026, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) announced in an “updated statement” that it will no longer respond to no-action requests to exclude shareholder proposals submitted under Rule 14a-8, effective immediately. This announcement builds on and extends the Staff statement from November 2025 that, with one narrow exception, it would not provide substantive responses to no-action requests for the 2025-2026 proxy season. Under Rule 14a-8, companies still must provide notice to the SEC and the shareholder proponent providing the reasons for excluding a proposal from the company’s proxy materials.

As described in the November 2025 statement, even though the Staff was not considering the merits of companies’ arguments to exclude proposals, the Staff provided an avenue for companies to receive a letter from the Staff that it had “no objection” to excluding the proposal. The updated statement makes clear that the