The U.S. Securities and Exchange Commission’s Division of Corporation Finance announced it will not respond to, and will express no views on, most Rule 14a-8 no-action requests for the 2025–2026 proxy season, limiting substantive staff responses to requests under Rule 14a-8(i)(1). The Division cited resource and timing constraints following a lengthy government shutdown and the volume of filings requiring prompt staff attention. Companies that intend to exclude a shareholder proposal must still provide the informational notice required by Rule 14a-8(j) to the Commission and the proponent no later than 80 calendar days before filing a definitive proxy statement, but there is no requirement to seek staff views and no staff response is required. For exclusions on bases other than Rule 14a-8(i)(1), a company that wants a response must include in its Rule 14a-8(j) notice an unqualified representation that it has a reasonable basis to exclude the proposal based on Rule 14a-8, prior published guidance and/or judicial decisions; in that case, the Division will issue a letter stating it will not object to omission based solely on that representation, without evaluating the representation or opining on the exclusion basis. The Division will continue to review and provide views on Rule 14a-8(i)(1) requests due to what it described as insufficient applicable guidance following recent developments on applying state law and Rule 14a-8(i)(1) to precatory proposals. The approach applies to the proxy season running from October 1, 2025 to September 30, 2026 and to no-action requests received before October 1, 2025 that remain unanswered; companies with pending non-(i)(1) requests can submit a Rule 14a-8(j) notice with the required representation, and the original submission time will govern the Rule 14a-8(j) 80-day timing. Rule 14a-8(j) notices must be submitted using the Division’s online Shareholder Proposal Form, and the Division of Investment Management will follow a substantially similar process for investment company-related requests.
U.S. Securities & Exchange Commission 2025-11-17
U.S. Securities and Exchange Commission limits Rule 14a-8 no-action responses to 14a-8(i)(1) and shifts other exclusions to representation-based letters for the 2025–2026 proxy season
The SEC’s Division of Corporation Finance will not respond to most Rule 14a-8 no-action requests for the 2025–2026 proxy season, except under Rule 14a-8(i)(1), due to resource constraints. Companies must still provide the required informational notice under Rule 14a-8(j) but are not required to seek staff views. The Division will issue a non-objection letter for exclusions based on a company's unqualified representation, without evaluating the basis, and will continue to review Rule 14a-8(i)(1) requests.