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U.S. Securities and Exchange Commission Proposes Rescission of Shareholder Proposal Rule

On September 16, 2026, the U.S. Securities and Exchange Commission (SEC) proposed to rescind Rule 14a-8 under the Securities Exchange Act of 1934, which governs shareholder proposals. The SEC said the rule exceeds the Commission's statutory authority and intrudes into matters of state law. The agency outlined policy reasons for the proposed rescission, noting that many justifications for adopting the rule have not been substantiated in practice or are less compelling today. The SEC identified unintended consequences, including federal preemption implications that may have discouraged states from developing their own laws governing shareholder proposals. Rescinding Rule 14a-8 would leave determinations about the role of shareholder proposals to state law and company governing documents. SEC Chairman Paul S. Atkins said the proposals reflect two regulatory priorities: ensuring the Commission does not improperly intrude into state corporate law when applying federal securities laws, and updating the Commission's rules to reflect developments in market practice and technology since their adoption or last amendment. The SEC also proposed amendments to Rule 14a-4(c) to provide companies with greater flexibility and shareholders with greater control regarding proposals for which a company may seek discretionary proxy voting authority. Additionally, the SEC proposed separate rule amendments to modernize the proxy solicitation process, which would eliminate the requirement that companies deliver annual reports to security holders, eliminate delivery deadlines when documents are incorporated by reference into proxy statements, eliminate the requirement and ability to submit Notices of Exempt Solicitation, and shorten the minimum broker search period from 20 business days to five business days. The public comment period will remain open for 60 days following publication of the proposing releases in the Federal Register.

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US Securities and Exchange Commission Proposes Rescission of Rule 14a-8 Governing Shareholder Proposals

On September 21, 2026, the US Securities and Exchange Commission (SEC) issued a proposed rule to rescind Rule 14a-8 under the Securities Exchange Act of 1934, which currently requires companies to include certain shareholder proposals in proxy materials. The SEC simultaneously proposed amendments to Rule 14a-4(c) to expand discretionary voting authority on proposals not included in proxy materials, with shareholders retaining the ability to prevent companies from exercising such authority on their individual shares. The SEC argues that Rule 14a-8 exceeds its statutory authority under section 14(a) of the Exchange Act by intruding into matters of state corporate law. Section 14(a) authorizes the SEC to regulate proxy solicitation procedures and disclosure, not to dictate the scope of shareholder voting rights—a matter traditionally governed by state law. The SEC contends that Rule 14a-8 has evolved from a procedural mechanism facilitating state law rights into a substantive federal overlay establishing when shareholder proposals must be included in proxy materials. The proposal cites policy reasons for rescission: original justifications for the rule are no longer compelling; Rule 14a-8 has created unintended consequences including becoming a negotiation tool rather than a voting mechanism; and the rule may have discouraged states from developing their own shareholder proposal frameworks. The SEC notes that approximately seven percent of submitted proposals received majority shareholder support in 2025, and costs to companies addressing shareholder proposals range from $20,000 to $150,000 per proposal. The comment period closes on November 20, 2026. Interested parties may submit comments electronically through the SEC's comment form at https://www.sec.gov/comments/s7-2026-32/rescission-rule-14a-8s-federal-regulation-shareholder-proposals-amendments-rule-14a-4 or by email to rule-comments@sec.gov, referencing File Number S7-2026-32.

5 tool calls

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search "SEC proxy solicitation proposed rule rulemaking" → nids 91261, 94053, 94925, 91769, 91755
fetch https://www.sec.gov/rules-regulations/2026/09/s7-2026-32 refused (not a fetched link)

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U.S. Securities and Exchange Commission Proposes Rescission of Shareholder Proposal Rule

On September 16, 2026, the U.S. Securities and Exchange Commission (SEC) proposed to rescind Rule 14a-8 under the Securities Exchange Act of 1934 , which governs shareholder proposals. The SEC said the rule exceeds the Commission's statutory authority and intrudes into matters of state law. The agency outlined policy reasons for the proposed rescission, noting that many justifications for adopting the rule have not been substantiated in practice or are less compelling today. The SEC identified unintended consequences, including federal preemption implications that may have discouraged states from developing their own laws governing shareholder proposals. Rescinding Rule 14a-8 would leave determinations about the role of shareholder proposals to state law and company governing documents. The proposals reflect two regulatory priorities: Ensuring the Commission does not improperly intrude into state corporate law when applying federal securities laws. Updating the Commission's rules to reflect developments in market practice and technology since their adoption or last amendment. The SEC also proposed amendments to Rule 14a-4(c) to provide companies with greater flexibility and shareholders with greater control regarding proposals for which a company may seek discretionary proxy voting authority. Additionally, the SEC proposed separate rule amendments to modernize the proxy solicitation process which aim to : a. Eliminate the requirement that companies deliver annual reports to security holders. b. Eliminate delivery deadlines when documents are incorporated by reference into proxy statements. c. Eliminate the requirement and ability to submit Notices of Exempt Solicitation, and shorten the minimum broker search period from 20 business days to five business days. The public comment period will remain open for 60 days following publication of the proposing releases in the Federal Register.