The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Tue, 01 Sep 2026 11:32:25 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC Completes Its Exit from Rule 14a-8 Review – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Completes Its Exit from Rule 14a-8 Review https://corpgov.law.harvard.edu/2026/08/31/sec-completes-its-exit-from-rule-14a-8-review/?utm_source=rss&utm_medium=rss&utm_campaign=sec-completes-its-exit-from-rule-14a-8-review https://corpgov.law.harvard.edu/2026/08/31/sec-completes-its-exit-from-rule-14a-8-review/#respond Mon, 31 Aug 2026 11:30:03 +0000 https://corpgov.law.harvard.edu/?p=183543?d=20260828162128EDT Posted by Ferrell Keel, Joel May, and Kim Pustulka, Jones Day, on Monday, August 31, 2026
Editor's Note:

Ferrell Keel, Joel May, and Kim Pustulka are Partners at Jones Day. This post is based on a Jones Day memorandum by Ms. Keel, Mr. May, Ms. Pustulka, Amy Pandit, and Mike Solecki, all at Jones Day.

In Short

The Situation: On August 14, 2026, the SEC’s Division of Corporation Finance (the “Division”) announced it will no longer respond to companies’ “no-objection” requests under Rule 14a-8, effective immediately. The Division also stated it would no longer respond to Rule 14a-8 “no-action” requests under Rule 14a-8(i)(1) (the “improper under state law” exclusion), effective immediately. With this final step, the Division ended decades of informal staff guidance on shareholder proposal exclusions.

The Result: To exclude shareholder proposals from its proxy materials, a company will still need to comply with Rule 14a-8(j)’s notice requirements by filing an explanation of why the company believes that it may exclude the proposal with the Commission at least 80 calendar days before filing its definitive proxy statement.

Looking Ahead: Although the shareholder proposal process has evolved significantly in the past two years, companies should brace for more change. Not only does “Shareholder Proposal Modernization” remain on the SEC’s Reg Flex Agenda, but Chair Atkins has also stated his view that shareholder proposals may be more appropriately governed by state law. Taken together, these developments reflect a steady erosion of the SEC’s historic role in the shareholder proposal process.

(more…)

]]> https://corpgov.law.harvard.edu/2026/08/31/sec-completes-its-exit-from-rule-14a-8-review/feed/ 0