The Division of Corporation Finance (Corp Fin) will not respond to or express views on companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than Rule 14a-8(i)(1) (i.e., proposals not a proper subject for action by shareholders under state law), for the current proxy season (October 1, 2025–September 30, 2026) and for no-action requests received before October 1, 2025, to which it has not responded, according to the statement.
Corp Fin attributes this shift to current resource and timing considerations following the recent government shutdown, the large volume of registration statements and filings requiring staff attention, and the availability of extensive SEC and staff guidance on this topic. The Division of Investment Management will follow a substantially similar process for investment companies.
Corp Fin will continue to review and express views on no-action requests that seek to exclude proposals under Rule 14a8(i)(1), particularly in light of recent developments bearing on state law and the application of Rule 14a-8(i)(1) to precatory proposals. The statement indicates that the current body of applicable guidance on this issue is not yet sufficient. Accordingly, it will maintain its role in evaluating Rule 14a-8(i)(1) requests until such time as it determines that adequate guidance is available.
Notably, companies remain obligated under Rule 14a8(j) to notify the SEC and the proponent at least 80 calendar days before filing definitive proxy materials if they intend to exclude a shareholder proposal from their proxy materials. The SEC emphasizes that the Rule 14a8(j) notification requirement is informational only; companies are not required to seek staff views regarding their intended exclusion, and staff responses are not required.
For all other exclusion bases, companies that nonetheless wish to receive a staff response may do so by including, in their Rule 14a8(j) notification, an unqualified representation that the company has a reasonable basis to exclude the proposal under Rule 14a8, relying on published SEC or staff guidance and/or judicial decisions. In such cases, Corp Fin will issue a letter stating that, based solely on the company’s representation, it will not object if the company omits the proposal from its proxy materials. In providing the response, it will not evaluate the adequacy of the company’s representation and will not express views on the merits of the asserted basis for exclusion. According to the statement, companies that previously submitted requests on bases other than Rule 14a-8(i)(1) and now wish to receive a response should submit an updated notice including the required unqualified representation. The timing of the original submission will govern for Rule 14a8(j)’s 80-day requirement.
A footnote to the statement underscores that prior Rule 14a-8 staff letters are informal and non-binding and should not be treated as dispositive authority, either for or against exclusion. Companies may still reasonably exclude a proposal notwithstanding past staff non-concurrence or the absence of a prior staff response on the topic, provided their analysis is grounded in the text of Rule 14a-8, prior published guidance, and/or judicial decisions.
Submissions should be made through the SEC’s online Shareholder Proposal Form for operating companies, and to the Division of Investment Management by email for investment companies.
The Division of Corporation Finance’s modified posture on no-action letters effectively shifts more responsibility to issuers to assess and document a reasonable basis for exclusion of shareholder proposals, while limiting staff engagement to Rule 14a-8(i)(1) requests. Companies should anticipate:
In summary, issuers should recalibrate proxy season workflows to account for limited staff engagement, concentrate staff interactions on Rule 14a-8(i)(1) where appropriate, and reinforce internal governance and documentation protocols to support shareholder proposal exclusion decisions under other bases.