The Securities and Exchange Commission (SEC) announced a proposal on September 16, 2026, to rescind Rule 14a-8. This federal mandate, in effect since the Securities Exchange Act of 1934, currently requires public companies to include shareholder proposals in proxy materials.
Under the proposed changes, authority over shareholder proposals would shift from federal regulation to state law, company charters, and corporate boards. Commissioner Mark T. Uyeda stated the move aims to correct regulatory overreach, noting that internal corporate affairs traditionally fall under state jurisdiction.
The proposal also includes an amendment to Rule 14a-4(c) to expand discretionary voting authority for companies regarding matters not on the meeting agenda. Shareholders would gain a mechanism to opt out and prevent this authority from applying to their shares.
The SEC noted that Rule 14a-8 has been increasingly utilized for political or special-interest agendas rather than core economic interests. The agency had already begun phasing out the no-action review process in November 2025, fully ceasing responses to such requests by August 14, 2026.
