SEC Severely Curtails its Review of 14a-8 Shareholder Proposal Exclusions
November 19, 2025
The Securities and Exchange Commission (“SEC”) Division of Corporation Finance (“Division”) issued a statement on November 17, 2025 (the “Statement”) that could have a profound effect on the next proxy season. The Statement announces that the Division will no longer respond substantively to any no-action requests under Rule 14a-8, with one exception. The Division will continue to respond substantively to requests for no-action related to precatory proposals under Rule 14a-8(i)(1), until such time that it determines there is a sufficient body of applicable guidance.
CGR Alert - SEC Severely Curtails its Review of 14a-8 Shareholder Proposal Exclusions