On February 17, 2026, Nathan Cummings Foundation (NCF) filed suit against Axon Enterprise for its intended omission of our shareholder proposal. We took this step reluctantly. It felt like our only option in the wake of a recent departure from decades of standard practice following the Securities & Exchange Commission’s (SEC) November 2025 announcement that its staff would abandon the practice of reviewing and responding to no-action requests.

Historically, companies that believed they had a valid basis under Exchange Act Rule 14a-8 (the Rule) to omit a proposal under one of the Rule’s enumerated exclusions filed a mandatory notice with the SEC, typically asking for no-action relief. I.e., the company seeking relief would ask the SEC staff to concur with its analysis and represent informally that the staff would not recommend an enforcement action against the company were the company to omit the proposal. The proponent, by rule, was entitled to respond to the companyʼs notice, and the staff would typically take both submissions under advisement and issue guidance either concurring or not concurring with the company’s analysis. While not binding in either direction, companies generally respected the staffʼs response.

Though shareholders retained their private right of action to sue the company, even when the staff concurred with the company’s request, the long-standing process often led to matters being resolved directly between the shareholder proponent and the company rather than through a lawsuit. For that reason, we have seen only sporadic suits. (more…)