Overview
- The pause runs from October 1, 2025, through September 30, 2026, and also covers unresolved requests submitted before October 1.
- Substantive staff review continues only for exclusions under Rule 14a-8(i)(1) concerning whether a proposal is a proper subject under state law, reflecting uncertainty around precatory proposals under Delaware law highlighted by Chairman Paul Atkins.
- Companies must still file Rule 14a-8(j) notices at least 80 days before definitive proxy filings, which will be informational and publicly posted on EDGAR.
- Issuers can obtain a limited "no objection" letter by making an unqualified representation that exclusion is reasonably based on Rule 14a-8, prior guidance or court decisions, though the staff will not assess the merits.
- Legal commentators expect greater uncertainty and a higher risk of litigation as some companies include more proposals to avoid court challenges while others proceed with exclusions without staff vetting.