In a speech delivered in his capacity as chairman and explicitly described as his own views, U.S. Securities and Exchange Commission Chairman Paul Atkins set out two priorities for public company regulation. He said the SEC is seeking to refocus the disclosure regime on the traditional materiality standard, including possible changes to Regulation S-K, and is also reevaluating Rule 14a-8 and the shareholder proposal system after the 2025-2026 proxy season proceeded without routine staff no-action responses. On disclosure, Atkins said one of his top priorities is to restore the public company regime to information that a reasonable investor would consider important for assessing financial returns, rather than broader concepts such as "double materiality" or "decision useful." He pointed to the SEC's January request for public feedback on Regulation S-K, which has drawn more than 100 comment letters, and highlighted suggestions for an overarching materiality qualifier that would allow companies to omit otherwise required line-item disclosures if they are not material. On shareholder proposals, he said the Division of Corporation Finance's decision not to respond to most no-action requests this season did not produce the disruption some had expected. He cited largely unchanged omission trends from 2025, six lawsuits over excluded proposals, rare adverse proxy adviser recommendations, and increased direct engagement between companies and investors as evidence that staff intermediation may be unnecessary. Atkins said the SEC is also reviewing Rule 14a-8 more fundamentally, including its relationship with state corporate law and whether the process is being used by a small number of proponents for matters with limited shareholder support, noting that one individual was the sole or lead proponent for about 41 percent of voted proposals and that only 8 percent of that person's proposals won majority support.
U.S. Securities & Exchange Commission2026-07-09
U.S. Securities and Exchange Commission chair outlines materiality based Regulation S-K reform and broader Rule 14a-8 review
In a speech setting out his own views, SEC Chairman Paul Atkins said he wants to reshape public company disclosure around materiality and is considering a Regulation S-K "materiality overlay" that would let issuers omit immaterial line-item disclosures. He also said the SEC is broadly reassessing Rule 14a-8 after a proxy season with no routine staff no-action responses produced omission rates similar to 2025 and more direct company-investor engagement. Atkins argued the proposal system needs reform where a small number of proponents can dominate annual meeting agendas with limited shareholder backing.