SEC Releases Updated Statement on Exclusion of Shareholder Proposals Under Rule 14a-8

The SEC’s Division of Corporation Finance (the “Division”) has released a statement on the exclusion of shareholder proposals under Rule 14a-8 as an update to its November 17, 2025, statement on this topic. In that previous statement, the Division had indicated that it would “not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).” The Division has now decided to “discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), [footnote omitted] effective immediately, unless and until the Division announces otherwise.” However, the statement also points out that “[c]ompanies will continue to be required under Rule 14a-8(j) to submit notices to the Commission containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials.”