Updated Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process

On November 17, 2025, the Division announced that for the 2025-2026 proxy season (October 1, 2025 - September 30, 2026) it would not respond to no-action requests or express any views regarding companies' intended reliance on any basis for excluding shareholder proposals under Rule 14a-8, except for no-action requests to exclude a proposal under Rule 14a-8(i)(1).[1] The Division also stated that, if a company wished to receive a response for any proposal that it intended to exclude pursuant to a basis other than Rule 14a-8(i)(1), the company or its counsel could include, as part of its notification pursuant to Rule 14a-8(j), an unqualified representation that the company had a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8, prior published guidance, and/or judicial decisions. In those situations, the Division stated that it would respond with a letter indicating that, based solely on the company's or counsel's representation, the Division would not object if the company omitted the proposal from its proxy materials.

In order to focus Division resources on the review of Securities Act and Exchange Act filings, including those reviews that are statutorily required, for the protection of investors and facilitation of capital formation, and in light of the extensive body of guidance from the Commission and the staff available to both companies and proponents on Rule 14a-8, the Division has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1),[2] 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."[3]

Companies will continue to be required under Rule 14a-8(j) to submit notices to the Commission containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials. Companies should submit those notices using the online Shareholder Proposal Form. In addition, the Division's shareholder proposal email address is no longer functional. Companies and shareholder proponents should submit any questions or other correspondence using the Shareholder Proposal Form.

The Division of Investment Management is responsible for reviewing Rule 14a-8 requests related to investment companies. In order to focus the Division of Investment Management resources on the review of investment company filings for the protection of investors and facilitation of capital formation, the staff of the Division of Investment Management will take a substantially similar approach as set forth above. Any notices submitted pursuant to Rule 14a-8(j) related to investment companies must be submitted to the Division of Investment Management by email to [email protected]. Companies and shareholder proponents should submit any questions or other correspondence concerning investment companies to the Division of Investment Management's Disclosure Review and Accounting Office at [email protected] or 202-551-6921.