On November 17, 2025, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) announced a significant procedural shift in its administration of the no-action request process for shareholder proposals under Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act). Except as discussed below, for the proxy season that runs from October 1, 2025, through September 30, 2026, the staff will not provide a substantive response to no-action requests from companies seeking to exclude shareholder proposals from their definitive proxy materials, pursuant to Rule 14a-8, during the current proxy season. A company planning to exclude a shareholder proposal from its definitive proxy materials still must provide the “informational only” notice of its intent to exclude the proposal required by the rule. In addition, if the company includes in its notice an unqualified representation that the company has a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8, prior published guidance and/ or judicial decisions, the staff will provide a written “no objection” response.

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