The U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced on Nov. 17, 2025, that it will not issue Exchange Act Rule 14a-8 no-action letters to companies seeking to exclude shareholder proposals from their proxy materials for the current proxy season (Oct. 1, 2025-Sept. 30, 2026) — except for no-action letters seeking to exclude shareholder proposals under Rule 14a-8(i)(1) on the basis that the proposal is improper under state law. The change in approach also applies to no-action letter requests received before Oct. 1, 2025, to which the Division had not responded as of the date of the statement.
The Division cited “current resource and timing considerations following the lengthy government shutdown and the large volume of registration statements and other filings requiring prompt staff attention, as well as the extensive body of guidance from the [SEC] and the staff available to both companies and proponents” as the reasons for its change in approach.
The Division clarified that companies seeking to exclude a shareholder proposal from their proxy materials remain obligated under Rule 14a-8(j) to notify the SEC and the shareholder proponent at least 80 calendar days before filing a definitive proxy statement. However, the Division emphasized that the Rule 14a-8(j) notification is for informational purposes only, and no response from the Division is required under the rule. The notification must include all of the information required by Rule 14a-8(j), including “an explanation of why the company believes that it may exclude the proposal, which should, if possible, refer to the most recent applicable authority, such as prior Division letters issued under the rule.”
If a company wishes to receive a response with respect to any proposal it intends to exclude (other than pursuant to Rule 14a-8(i)(1)), it must include as part of its Rule 14a-8(j) notification an unqualified representation that the company has a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8, prior published guidance and/or judicial decisions. The Division will respond with a letter stating that, based solely on the representation of the company’s or its counsel, the Division will not object if the company omits the proposal from its proxy materials. The Division’s response will not evaluate the adequacy of the representation or express a view on the basis or bases on which the company intends to rely to exclude the proposal.
Companies that submitted no-action requests relying on a basis other than Rule 14a-8(i)(1) prior to Nov. 17, 2025, and want to receive a response should submit a notification that includes the required unqualified representation. The timing of the initial submission will apply for purposes of the 80-day requirement in Rule 14a-8(j).
In prior proxy seasons, Rule 14a-8(j) notifications from companies seeking no action traditionally contained extensive analyses with respect to why the companies believed they may exclude proposals. The Division has informally indicated that, for its purposes, it does not need this extensive analysis. In addition, the Division has informally stated that it does not intend to revisit notifications submitted based on the approach set forth in the statement after the current proxy season. Taken together, this means that notifications submitted by companies during the current proxy season may look very different from those submitted in prior proxy seasons.
Notwithstanding the position of the Division, companies must remember that there are other constituencies involved in the shareholder proposal process, including the proponent, other shareholders and proxy advisory firms, and that the Rule 14a-8(j) notification also serves to make the argument for exclusion to these constituencies. As a result, many companies likely will submit notifications that contain detailed analysis to support their decision to exclude proposals — i.e., they will submit notifications that largely resemble traditional no-action requests except they do not ask the Division for a response on the merits of their bases of exclusion.
Regardless, companies should be prepared for greater reliance on their own, well-supported determinations regarding proposal exclusions outside of Rule 14a-8(i)(1) and should maintain a detailed internal record to support any decision to exclude a proposal.
For questions about the Rule 14a-8 no-action letter process for the 2025-26 proxy season, contact the authors, your McGuireWoods contact or a member of the firm’s Public Company Advisory Practice Group.