Key Takeaways

• Effective August 14, 2026, the SEC’s Division of Corporation Finance will no longer respond to any Rule 14a-8 no-action requests, including requests under Rule 14a-8(i)(1) and those based on a company’s reasonable-basis representation.
• Companies must still comply with Rule 14a-8(j), timely notifying the SEC and the proponent of the reasons for excluding a shareholder proposal, and those notices must be submitted only  through the SEC’s Shareholder Proposal Form rather than Corp Fin’s shareholder proposal email address.
• Without company-specific staff responses, exclusion decisions will rest on the text of Rule 14a-8, existing SEC guidance and precedent, and judicial decisions, which may increase proxy season litigation risk.

On August 14, 2026, the SEC’s Division of Corporation Finance (Corp Fin) announced a significant change to the shareholder proposal process: effective immediately, and until further notice, Corp Fin will no longer respond to any Rule 14a-8 no-action requests.

How Did the SEC’s Rule 14a-8 No-Action Process Change in 2025 and 2026?

The announcement continues a shift that started during the 2025–2026 proxy season. In November 2025, Corp Fin announced that it generally would not provide substantive responses to Rule 14a-8 no-action requests, with a limited exception for requests under Rule 14a-8(i)(1) addressing whether a proposal is a proper subject for shareholder action under state law. For other exclusionary bases, companies could still receive a response based on an unqualified representation that they had a reasonable basis for excluding the proposal.

Both avenues are now gone. Corp Fin will no longer respond to Rule 14a-8(i)(1) requests or provide responses based on a company’s reasonable-basis representation. The Division explained that the change will allow it to focus resources on Securities Act and Exchange Act filings, including statutorily mandated filing reviews, while pointing to the substantial body of existing Commission and staff guidance on Rule 14a-8 for companies and shareholder proponents to reference.

Must Companies Still Notify the SEC Under Rule 14a-8(j)?

Importantly, this does not eliminate companies’ obligations under Rule 14a-8(j). A company intending to exclude a shareholder proposal must still timely notify the SEC and the proponent of its reasons for doing so. Companies must submit those notices through the SEC’s Shareholder Proposal Form; Corp Fin’s shareholder proposal email address will no longer be functional.

What Does the End of SEC No-Action Relief Mean for Public Companies and Shareholder Proposals?

The practical result may be greater uncertainty—and potentially more litigation.  About half a dozen cases arose from companies’ exclusion decisions under the SEC’s more limited no-review approach during the 2025–2026 proxy season, and the expansion of that approach could lead to additional disputes in the upcoming proxy season.

The August 14 announcement is also unlikely to be the final word on Rule 14a-8. It comes as the SEC considers broader changes to the shareholder proposal framework. For public companies preparing for the next proxy season, the takeaway is clear: the Rule 14a-8 process remains, but the SEC staff will no longer be “calling balls and strikes” on individual exclusion decisions.  Thestaff of the Division of Investment Management will takea substantially similar approach to shareholder proposals as set forth herein.

If you have any questions about Corp Fin’s decision to stop responding to Rule 14a-8 no-action requests or how it may affect your shareholder proposal strategy for the upcoming proxy season, please contact the author or your relationship partner at Bass, Berry & Sims.