In an August 14, 2026 statement, the Division of Corporation Finance (CorpFin) of the US Securities and Exchange Commission (SEC) announced that it will stop responding to all Rule 14a-8 shareholder proposal no-action requests. The Division of Investment Management (IM) announced an identical policy. The change is effective immediately.

As we previously reported, for the 2025–2026 proxy season, CorpFin generally did not respond to requests about excluding shareholder proposals, except for requests under Rule 14a-8(i)(1). It also permitted companies to submit an unqualified representation that they had a reasonable basis for exclusion. In response, under the prior policy, CorpFin issued a letter saying it would not object to the omission of the proposal.

Under the updated policy:

• CorpFin will no longer provide any no-action responses under Rule 14a-8, including for Rule 14a-8(i)(1).
• CorpFin will no longer send letters stating that it does not object when a company omits a shareholder proposal.
• Companies must still file the required Rule 14a-8(j) notice when they intend to exclude a proposal. Those notices, as well as questions and other correspondence, must be submitted through the SEC’s online Shareholder Proposal Form.
• CorpFin’s shareholder proposal email address is no longer functional.

CorpFin states the change is intended to concentrate resources on reviewing Securities Act and Exchange Act filings, including reviews required by statute, and notes that substantial existing Commission-level and staff guidance on Rule 14a-8 remains available. For investment companies, IM will take a substantially similar approach. Rule 14a-8(j) notices and related questions for investment companies should be sent to IMshareholderproposals@sec.gov.

In this recent update, we provided our forecast for shareholder proposals during the 2027 proxy season and anticipated that the SEC staff would continue its policy of generally not issuing no-action relief on proposal exclusions, leaving companies to make exclusion decisions without substantive staff concurrence. We also highlighted “zero-slate” campaigns—independent activist solicitations seeking support for proposals without nominating directors—as an alternative strategy that may grow if Rule 14a-8 is unavailable. Finally, the update discussed the possibility that the SEC could further amend or repeal Rule 14a-8 entirely, which would eliminate the current company-funded proxy-proposal mechanism but likely shift activism toward independent solicitations, director contests, litigation, public campaigns, direct engagement with large institutional investors, and potentially voluntary company proposal programs.