Take No-Action: SEC Will Not Respond to Majority of No-Action Requests During 2026

On November 17, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it will largely stop issuing staff responses to Rule 14a-8 no-action requests for the 2025–26 proxy season, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1). This move, prompted in part by recent resource constraints at the agency due to the federal government shutdown and the belief that companies already have ample guidance on the treatment of shareholder proposals, potentially represents a consequential shift in terms of how the SEC handles shareholder proposals.

Under the SEC’s new approach, the agency will weigh in only on exclusion requests under Rule 14a-8(i)(1), which focuses on whether a proposal is improper under applicable state corporate law. All other bases for exclusion (e.g., ordinary business, personal grievances, procedural deficiencies, false or misleading statements, duplication and resubmissions) will not receive informal staff reviews. Despite the agency’s updated guidance, pursuant to Rule 14a-8(j), a company intending to exclude a shareholder proposal must still notify both the SEC and the proponent at least 80 days before filing its definitive proxy statement; however, this requirement is informational only and no response from the staff is required for the company to exclude the proposal.

If a company wishes to receive a staff response, the company or its counsel must include, as part of its notification, an unqualified representation that the company has 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 SEC will respond with a letter indicating that, based solely on the company’s or counsel’s unqualified representation, the SEC will not object if the company omits the proposal from its proxy materials. The new guidance applies to the current proxy season (i.e., from October 1, 2025 through September 30, 2026).

This announcement follows recent public remarks by SEC Chair Paul Atkins questioning whether, under state law, precatory (i.e., non-binding) shareholder proposals are required to be included in proxy materials at all. The SEC’s announcement acknowledges “recent developments” with respect to the treatment of precatory proposals, noting that “the Division will continue to review and express its views on no-action requests related to Rule 14a-8(i)(1) until such time as it determines there is sufficient guidance available to assist companies and proponents in their decision-making process.”

For companies and proponents, the absence of the SEC’s traditional mediating role introduces a new layer of uncertainty in relation to shareholder proposals. Companies must now rely almost entirely on internal and external legal analysis when deciding whether to exclude a proposal. Proponents, for their part, cannot depend on the staff’s informal views to require inclusion of a proposal that a company seeks to omit. In this environment, state corporate law may become the primary battleground for contested proposals, and it remains an open question whether companies will rely on this new guidance to take a more aggressive approach when deciding whether to exclude shareholder proposals, particularly those relating to environmental, social or governance-oriented proposals that have proliferated in recent proxy seasons. The SEC’s new approach could affect the timing of proxy filings and shareholder meetings, potentially requiring companies to adjust their customary filing and meeting timelines. For instance, if an excluded proposal becomes the subject of litigation, that litigation could potentially result in requiring the excluding company to defer filing a definitive proxy statement or to postpone convening a shareholder meeting until the court makes the appropriate determination.

For their part, proponents must be prepared for a more adversarial and legally technical process, with fewer signals from the SEC and a greater risk that disputes escalate into litigation or activism-related campaigns. Relatedly, boards of directors and relevant committees should anticipate that shareholder-proposal deliberations may become more complex and contested, with decisions to exclude proposals potentially carrying greater reputational and investor-relations considerations. Additionally, instead of appealing an exclusion decision to the SEC, proponents will now face the prospect of litigating these decisions in state court, which will surely be more costly and time-consuming.

Heading into the 2026 proxy season, companies should revisit their internal procedures for evaluating shareholder proposals, ensuring that legal analyses (both internally and externally generated) used to exclude proposals are well-documented and grounded in relevant state law. Early engagement with proponents may become more important as a means of avoiding high-stakes disputes without the availability of SEC staff intervention. Practitioners are encouraged to brief boards on these evolving dynamics, including the heightened importance of state-law considerations and the potential for increased scrutiny of exclusion decisions. Likewise, proponents will need to reassess their proposal strategies and prepare for a process that may be less predictable, and potentially more adversarial, than in prior seasons.

We will continue to monitor developments and are available to assist with updating proxy-season playbooks, advising on exclusion strategies and briefing boards or management teams on the implications of this evolving landscape.