We’ve covered the SEC’s “no action” policy announced last November. Under this approach, the SEC does not provide guidance on whether companies must include certain shareholder proposals and leaves that decision to the company’s discretion. It is thought that this policy is contributing to the overall decrease in ESG shareholder proposals. Previously, the SEC indicated that their “no action” stance would last through the 2026 proxy season. Now they’ve extended that time frame indefinitely. This blog from Meredith Ervine on TheCorporateCounsel.net has the details:
The Corp Fin Staff’s November 2025 announcement that it didn’t intend to referee the Rule 14a-8 process during the 2026 proxy season was explicit that the process change applied to the 2026 proxy season (October 1, 2025 – September 30, 2026) and no-action requests received before October 1 that had not yet been addressed by the Staff. But, given commentary from Chairman Atkins and Staff statements, it probably comes as no surprise to any readers of this blog that the Corp Fin Staff announced on Friday that it has no intention of getting back into the game.
Chairman Atkins previously likened this process change to “removing the training wheels from the shareholder proposal bicycle.” With this most recent announcement, it seems we were all riding a balance bike during the 2026 proxy season and now we’re graduating to the 10-speed. That’s because this announcement goes a bit further.
[T]he Division has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), effective immediately, unless and until the Division announces otherwise.
It also will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials. Although the staff “has for many years engaged in the informal practice of expressing its enforcement position” in response to notices submitted under Rule 14a-8(j), the Commission has also long recognized that “[n]o response or other action by the Commission or its staff is required in regard to such communications.”
Not only does it go further, but, as Broc noted in this Cooley blog, unlike the November 2025 announcement, “There is no sunset for these updated Staff positions – unless the SEC announces a change in its position. So this is ‘new normal’ for the foreseeable future…”
As required by the rule, the announcement reminds companies that they must still submit notices under Rule 14a-8(j) containing the information required, which they should do using the Shareholder Proposal Form. That form will also be used for any questions or other correspondence that companies or proponents submit to the Staff. The Corp Fin shareholder proposal email address has been deactivated. Investment Management will take a similar approach for Rule 14a-8 notices by investment companies, except Rule 14a-8(j) notices will be submitted via email to IMshareholderproposals@sec.gov.
– Meredith Ervine
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