Overview
- For the Oct. 1, 2025–Sept. 30, 2026 season, Corp Fin will not respond to most Rule 14a-8 no-action requests and will limit substantive review to Rule 14a-8(i)(1) matters.
- The policy also covers pending requests submitted before Oct. 1, 2025 to which the staff has not responded.
- Companies must still file Rule 14a-8(j) notices at least 80 days before definitive proxy filings, and staff responses are not required to omit proposals.
- Issuers may obtain a staff letter stating it will not object based solely on an unqualified representation that there is a reasonable basis for exclusion, but the staff will not assess the merits.
- Staff preserved review of state-law issues amid unresolved questions around precatory proposals; Commissioner Caroline Crenshaw condemned the move as hostile to shareholders, and legal advisers flag higher litigation and reputational risk.