On August 14, 2026, the SEC’s Division of Corporation Finance (Division) announced that it will no longer respond to Rule 14a-8 no-action requests of any kind and will discontinue its practice of issuing letters indicating it would not object to a company's exclusion of a shareholder proposal from its proxy materials. The changes are effective immediately.
What changed
Late last year, the Division had already scaled back significantly for the 2025-2026 proxy season, declining to weigh in on most no-action requests except those brought under Rule 14a-8(i)(1) (the “not a proper subject for action by shareholders under state law” basis). This announcement goes further: The Division is completely out of the shareholder proposal no-action process, including Rule 14a-8(i)(1) requests.
Going forward, all notices, correspondence, or questions must be submitted through the SEC's online Shareholder Proposal Form. The Division's shareholder proposal email address is no longer functional.
What stays the same and what’s ahead
Companies are still required under Rule 14a-8(j) to submit notices to the SEC and the proponent with the basis for exclusion when they intend to exclude a shareholder proposal from their proxy materials. That obligation has not changed—only the Division staff's role in responding to those notices has changed. Companies will need to continue to rely on the existing body of SEC guidance, prior staff positions, and judicial decisions when deciding whether to exclude shareholder proposals going forward.
There is no stated end date for this policy—it remains in effect “unless and until the Division announces otherwise.” It’s also worth noting that “Shareholder Proposal Modernization” remains on the SEC’s regulatory agenda, which could bring further changes to the shareholder proposal process in the future.
