Overview
- For the 2025–2026 proxy season, Corp Fin will not substantively respond to most no-action requests, limiting active review to Rule 14a-8(i)(1) claims that a proposal is improper under state law, and this also covers pending unanswered requests filed before October 1, 2025.
- Companies must still file Rule 14a-8(j) notices at least 80 days before definitive proxy filings using the SEC’s Shareholder Proposal Form, and the Division of Investment Management will follow a substantially similar process for investment companies.
- For exclusion bases other than (i)(1), issuers may obtain a non‑objection letter by including an unqualified representation that they have a reasonable basis to omit the proposal, with staff responses based solely on that representation and without evaluating the merits.
- Substantive review continues for Rule 14a-8(i)(1) due to unsettled state-law questions, particularly involving precatory proposals under Delaware law, and companies seeking (i)(1) relief may be expected to provide supporting state-law opinions.
- The staff underscored that letters are informal and nonbinding, heightening litigation, enforcement, and reputational considerations, while Commissioner Caroline A. Crenshaw publicly criticized the move as favoring issuers over shareholders.