On August 14, 2026, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) announced in an “updated statement” that it will no longer respond to no-action requests to exclude shareholder proposals submitted under Rule 14a-8, effective immediately. This announcement builds on and extends the Staff statement from November 2025 that, with one narrow exception, it would not provide substantive responses to no-action requests for the 2025-2026 proxy season. Under Rule 14a-8, companies still must provide notice to the SEC and the shareholder proponent providing the reasons for excluding a proposal from the company’s proxy materials.
As described in the November 2025 statement, even though the Staff was not considering the merits of companies’ arguments to exclude proposals, the Staff provided an avenue for companies to receive a letter from the Staff that it had “no objection” to excluding the proposal. The updated statement makes clear that the Staff will no longer issue these letters.
The Staff’s updated announcement was expected and follows a July 2026 speech by SEC Chairman Paul Atkins in which he stated that “the world did not end simply because the [SEC] staff stopped responding to no-action requests” and that the “staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements.”
As companies begin receiving shareholder proposals for the 2026-2027 proxy season, they will want to consider a variety of factors in determining whether to exclude the proposals. For a discussion of these factors, see our July 7, 2026, publication “The 2026 Shareholder Proposal Exclusion Experience and Takeaways for the 2027 Season.”
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.