On August 14, 2026, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (the SEC or Commission) announced that, effective immediately, it will discontinue responding to no-action requests under Exchange Act Rule 14a-8.

Background

In November 2025, the Division announced that, for the 2025–2026 proxy season, it would not respond to no-action requests or express any views on companies’ intended reliance on any basis for exclusion under Rule 14a-8, other than requests to exclude a proposal on the basis that it is not a proper subject for action by shareholders under state law (Rule 14a-8(i)(1)). The Division cited resource and timing constraints stemming from the government shutdown and a surge in registration statements and other filings. The Division also observed that an extensive body of Commission and staff guidance already addressed most exclusion bases. At the time, the Division created a limited mechanism for receiving confirmation that the Division would not object to a company’s decision to omit a shareholder proposal if the company included in its Rule 14a-8(j) notice an unqualified representation that it had a reasonable basis to exclude the proposal. Our discussion of the November 2025 statement is available here.

Impact of the Updated Statement

Under the new guidance, the Division is ending the traditional Rule 14a-8 process and abandoning the process established last season.

First, the Division will no longer respond to any Rule 14a-8 requests, including those submitted under Rule 14a-8(i)(1). The Division framed the change as a reallocation of resources toward the review of Securities Act and Exchange Act filings, including statutorily required reviews, and pointed again to the substantial body of existing Commission and staff guidance available to companies and proponents.

Second, the Division will no longer issue the “no objection” letters that were available under the November 2025 framework. In other words, the representation-based mechanism that allowed a company to obtain a letter stating that the Division would not object to omission is no longer available. Going forward, the Division will not provide a response of any kind to a Rule 14a-8(j) notice.

Companies that intend to exclude a proposal remain obligated under Rule 14a-8(j) to submit notices to the Commission containing the proposal, its reasons why it believes it may exclude the proposal and, if possible, recent applicable authority, and an opinion of counsel if based on state or foreign law. Those notices should be submitted through the online Shareholder Proposal Form and also must be provided to the shareholder proponent.

Relationship to the SEC’s Rulemaking Agenda

The updated statement is an exercise of staff discretion over how the Division allocates its resources; it does not amend Rule 14a-8 or change the substantive bases on which a proposal may be excluded. The Commission may soon consider changes to Rule 14a-8, however. As we discussed here, the SEC’s most recent rulemaking agenda includes an item on shareholder proposal modernization, which contemplates amendments to modernize the requirements of Rule 14a-8.

Practical Implications and Takeaways for Public Companies

• Litigation likely to increase. The no-action process historically functioned in a way that reduced the incentive for either side to litigate. With that mechanism gone, a proponent who disputes an exclusion has little practical recourse other than to seek relief in federal court, and companies should anticipate that some proponents may be more willing to do so. Companies should weigh the possibility of shareholder litigation to compel inclusion, and the associated cost, timing, and reputational considerations, as part of the exclusion consideration.
• Consider engagement and negotiated resolutions. With no SEC staff involvement, companies may place increased emphasis on direct engagement with proponents. Companies may find that negotiating withdrawal, or reaching an accommodation, is a more attractive path than a contested exclusion that could invite litigation or draw negative attention from proxy advisory firms and investors.
• Notices of exclusion still required. Companies must continue to provide a notice of their intent to exclude to the SEC and to the proponent. Even though the SEC staff will not provide a response to the notice, a company may want to consider providing a robust discussion of its reasons for excluding the proposal so that it is clear to the proponent and others, including a court in the event of litigation, why the company determined exclusion under Rule 14a-8 was appropriate.

For more information on Rule 14a-8 and the Division’s updated approach, please contact any member of the firm’s Public Company Representation practice.