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. Thu, 15 Oct 2026 11:32:13 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.13 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png 2026 Proxy Season Review: Submission of Rule 14a-8 Shareholder Proposals – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 2026 Proxy Season Review: Submission of Rule 14a-8 Shareholder Proposals https://corpgov.law.harvard.edu/2026/10/13/2026-proxy-season-review-submission-of-rule-14a-8-shareholder-proposals/?utm_source=rss&utm_medium=rss&utm_campaign=2026-proxy-season-review-submission-of-rule-14a-8-shareholder-proposals https://corpgov.law.harvard.edu/2026/10/13/2026-proxy-season-review-submission-of-rule-14a-8-shareholder-proposals/#respond Tue, 13 Oct 2026 11:30:02 +0000 https://corpgov.law.harvard.edu/?p=184192?d=20261009164518EDT Posted by Melissa Sawyer, Marc Treviño, and June Hu, Sullivan & Cromwell LLP, on Tuesday, October 13, 2026
Editor's Note:

Melissa Sawyer is Global Co-Head of M&A, Marc Treviño is a Partner, and June Hu is a Special Counsel at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Sawyer, Mr. Treviño, Ms. Hu, Lawrence S. Elbaum, Patrick Gadson and H. Rodgin Cohen, all at Sullivan & Cromwell.

Summary of Key Trends[1]

A. Submission of Rule 14a-8 Shareholder Proposals

  1. The SEC recently proposed to eliminate Rule 14a-8 shareholder proposals, but the proposed rulemaking will not affect shareholders’ right to submit Rule 14a-8 proposals for the core 2027 proxy season.
  2. Total submissions fell by ▼15% in H1 2026, with environmental, social and political (“ESP”) and compensation proposals decreasing by ▼35% and ▼65%, respectively, while governance proposals increased by ▲29%.
  3. Governance proposals represented the majority of submissions for the first time since 2012, driven by a ▲227% increase in independent chair proposals and a ▲410% increase in written consent proposals.
  4. Proposals related to diversity, equity and inclusion topics decreased by ▼61%.
  5. AI-related proposals increased by ▲122% and covered a broader range of governance and ESP issues.
  6. Notwithstanding the overall drop in submissions, the number of proposals from Chevedden and “anti-ESG” proponents remained level, accounting for 42% and 19% of total submissions, respectively.

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