SEC Corp Fin Pauses Most Rule 14a-8 No‑Action Reviews for the 2025–26 Proxy Season

Overview

• Effective for filings from October 1, 2025 through September 30, 2026, the pause also covers outstanding no‑action requests submitted before October 1 that have not received a staff response.
• Substantive staff review continues only for Rule 14a‑8(i)(1) state‑law questions, reflecting ongoing uncertainty over whether precatory proposals are proper subjects under Delaware law.
• Companies must still file informational Rule 14a‑8(j) notices at least 80 days before the definitive proxy, with submissions made through the SEC’s online shareholder‑proposal form.
• For bases other than 14a‑8(i)(1), staff may issue a public “no objection” letter solely on a company’s unqualified representation that it has a reasonable basis to exclude, without evaluating the merits; the first such response issued on November 19.
• The SEC’s Division of Investment Management will follow a substantially similar process for investment companies, and legal advisers caution that diminished staff vetting heightens the risk of court challenges by proponents.