Overview
- For the current proxy season through September 30, 2026, Corp Fin will not express views on most Rule 14a-8 no-action requests, except those invoking Rule 14a-8(i)(1) on proposals improper under state law.
- The policy also covers pending requests submitted before October 1, 2025 that have not received a staff response.
- Companies must still file Rule 14a-8(j) notices at least 80 days before definitive proxy filings, using the SEC’s Shareholder Proposal Form for operating companies.
- For exclusion bases other than (i)(1), staff will issue only a non-objection letter based solely on a company’s unqualified representation of a reasonable basis for omission, without evaluating the merits.
- Analysts warn the approach shifts documentation and risk to issuers, as the Division of Investment Management adopts a similar process and Commissioner Caroline Crenshaw publicly criticizes the change as favoring companies over shareholders.