SEC Steps Back From The Shareholder Proposal Game

On November 17, 2025, the US Securities and Exchange Commission (SEC) Division of Corporation Finance announced that it will not respond to no-action requests by companies to exclude shareholder proposals for the 2026 proxy season (i.e., October 1, 2025, through September 30, 2026) other than under Rule 14a-8(i)(1) (improper subject for shareholder action under state law).

In making the announcement, the SEC blamed resource and timing constraints following the government shutdown as well as a backlog of registration statements for securities offerings. The SEC also pointed to existing guidance from previous no-action letters, which it said provides ample guidance and support in determining whether a specific proposal is excludable.