Exchange Act Rule 14a-8 addresses when a company must include a shareholder’s proposal in its proxy statement for an annual or special meeting ofshareholders. In order to have a proposal included, a shareholder must be eligible and follow certain procedures set forth in the rule. Under specificcircumstances enumerated in Rule 14a-8, a company is permitted to exclude a shareholder proposal, but only after submitting its reasons to the SEC.On August 14, 2026, the SEC’s Division of Corporation Finance (Division) released an updated statement regarding its role in the Rule 14a-8 shareholder proposal process.

As described in our November 2025 Advisory, the Division announced that from October 1, 2025 through September 30, 2026, it would neitherrespond to no-action requests for, nor express views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).¹ Companies that intended to exclude a proposal on any basis(whether under Rule 14a-8(i)(1) or otherwise), however, were still required to notify the SEC and proponents no later than 80 calendar days before filing a definitive proxy statement. In its November 2025 announcement, the Division also stated that, if a company (or its counsel) included, as part ofsuch notification, an unqualified representation that the company had a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8(i) other than Rule 14a-8(i)(1), prior published guidance, and/or judicial decisions, the Division would respond with a letter indicating that, basedsolely on such representation and without evaluating the adequacy of the representation or expressing a view on the basis or bases the company intendsto rely on in excluding the proposal, it would not object if the company omitted the proposal from its proxy materials.

The Division has now determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1),² effective immediately. Companies will continue to be required under Rule 14a-8(j) to submit notices to the SEC and the proposing shareholdercontaining the information required by the rule when they intend to exclude shareholder proposals from their proxy materials,³ but the Division willno longer respond with a letter indicating that it will not object if a company omits a proposal from its proxy materials. Companies will thus need tomake decisions as to whether shareholder proposals may be excluded under Rule 14a-8(i) without the benefit of any views from the Division.

The staff of the Division of Investment Management (DM), which is responsible for reviewing Rule 14a-8 requests related to investment companies, will take a substantially similar approach.⁴

ENDNOTES

1 Rule 14a-8(i)(1) permits exclusion of a proposal that “is not a proper subject for action by shareholders under the law of the jurisdiction of the company’s organization.”

2 The updated statements notes that the Division did not receive any no-action requests to exclude a proposal under Rule 14a-8(i)(1) during the 2025-2026 proxy season.

3 Companies should submit those notices using the online Shareholder Proposal Form (the Division’s shareholder proposal email address is no longer functional).

4 Any notices submitted pursuant to Rule 14a-8(j) related to investment companies must be submitted by email to IMshareholderproposals@sec.gov.

This post is based on an Arnold & Porter Kaye Scholer LLP memorandum, “Division of Corporation Finance Discontinues Responses to No Action Letter Requests Regarding Shareholder Proposals,” dated August 18, 2026, and available here.