U.S. Securities and Exchange Commission Commissioner Caroline A. Crenshaw issued a statement on the Division of Corporation Finance’s announcement that, citing “resource and timing considerations,” staff will not respond to no-action requests under Rule 14a-8 relating to the exclusion of shareholder proposals this proxy season. The statement highlights that the announcement nevertheless provides a pathway for companies to obtain staff “no objection” letters permitting omission of proposals. Under the process described, the Division would issue a “no objection” response based solely on a company’s or counsel’s representation that an identified Rule 14a-8 basis supports exclusion, without evaluating the adequacy of the representation or expressing a view on the exclusion analysis. The announcement also references a carve-out tied to “precatory” (non-binding) proposals and “recent developments regarding the application of state law and Rule 14a-8(i)(1),” while noting that prior staff responses to Rule 14a-8 no-action requests are non-binding and reflect informal staff views.
U.S. Securities & Exchange Commission 2025-11-17
U.S. Securities and Exchange Commission’s Division of Corporation Finance will not respond to Rule 14a-8 no-action requests and will issue no-objection letters based on issuer representations
SEC Commissioner Caroline A. Crenshaw discussed the Division of Corporation Finance's choice not to address no-action requests under Rule 14a-8 for excluding shareholder proposals this proxy season due to resource and timing constraints. Companies can still get staff "no objection" letters for proposal omissions based on Rule 14a-8 grounds, without staff evaluation. The announcement includes a carve-out for non-binding proposals and recent state law developments, emphasizing that past staff responses are non-binding and informal.