Over the last year, the Securities and Exchange Commission (SEC) has indicated[1] its intent to engage in rulemaking regarding Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”), which governs when a public company is required to include a shareholder’s proposal and supporting statement in its proxy statement and include the proposal on its proxy card.[2]

While SEC amendments to Rule 14a-8 historically focused on procedural and substantive requirements, recent comments by SEC Chairman Paul Atkins have questioned the role of the rule in the context of state corporate law.[3] Moreover, the statutory basis for the rule itself has come under question, particularly to the extent that it has produced a body of federal “common law” on “proper” proposal subject matters. Coupled with an executive order issued by President Donald Trump in December 2025 directing the SEC, among other things, to review all rules and guidance relating to Rule 14a-8,[4] these comments raise the possibility that the SEC will seek to rescind Rule 14a-8.[5] As a result, shareholder proponents and companies are increasingly evaluating the prospect of a world where shareholder proposals are submitted outside of the Rule 14a-8 framework.

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