The U.S. Securities and Exchange Commission proposed rescinding Rule 14a-8, which governs when companies must include shareholder proposals in their proxy materials, and leaving those determinations to state law and company governing documents. The proposal turns Chairman Paul S. Atkins’ earlier review of the shareholder proposal framework into a formal rulemaking and argues that Rule 14a-8 exceeds the SEC’s statutory authority, has not met several of its original policy justifications and may have inhibited state law and private ordering. Related amendments would broaden companies’ ability to obtain discretionary voting authority for proposals presented at shareholder meetings but omitted from company proxy materials. Shareholders could prevent companies from exercising that authority for their individual shares. A separate proxy modernization proposal would end mandatory annual report delivery to security holders, remove the delivery deadline for documents incorporated by reference into proxy statements, eliminate Notices of Exempt Solicitation and shorten the minimum broker search period from 20 business days to five business days.
2026-09-16U.S. Securities & Exchange Commission
U.S. Securities and Exchange Commission proposes rescinding shareholder proposal rule and modernizing proxy solicitation requirements
The U.S. Securities and Exchange Commission proposed rescinding Rule 14a-8 and leaving shareholder proposal requirements to state law and company governing documents. Related changes would expand companies’ discretionary proxy voting authority while allowing individual shareholders to opt out. Separate amendments would streamline proxy solicitation requirements, including ending mandatory annual report delivery and reducing the broker search period to five business days.