Overview
- The Division of Corporation Finance will not issue substantive views on most shareholder proposal exclusions this proxy season, limiting responses to requests under Rule 14a-8(i)(1) on whether a proposal is improper under state law.
- The policy covers Oct. 1, 2025 through Sept. 30, 2026 and also applies to pending requests submitted before Oct. 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, which the SEC emphasizes are informational and do not require staff concurrence.
- Issuers may obtain a non-objection acknowledgment for non‑(i)(1) exclusions by including an unqualified representation that they have a reasonable basis to omit the item, with the staff making no merits assessment.
- Staff will continue engaging on state-law questions, including unresolved issues around precatory proposals, and the Division of Investment Management plans a substantially similar approach for investment companies, heightening issuer litigation and reputational considerations.