On September 16, 2026, the Securities and Exchange Commission (SEC) issued two separate but related proposals that would, if adopted, significantly change proxy statement preparation and the annual meeting process for public companies.
The first proposal, “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4,” would rescind Rule 14a-8 under the Securities Exchange Act of 1934, as amended, eliminating the federal requirement that companies include certain shareholder proposals in their proxy material. It would also amend Rule 14a-4 to expand companies’ discretionary voting authority over shareholder proposals not included in company proxy materials.
The second proposal, “Proxy Solicitation Modernization,” if adopted, would eliminate certain annual report and incorporation-by-reference requirements, eliminate notices of exempt solicitation, and shorten the minimum broker search period to five business days.
Proposal 1: Rescission of Rule 14a-8 and Amendments to Rule 14a-4
Rescission of Rule 14a-8
Under the current rule, companies are barred from excluding certain shareholder proposals from their proxy materials; companies’ decisions to exclude those proposals have traditionally been subject to SEC review through the no-action letter process. However, the SEC’s Division of Corporation Finance discontinued responding to Rule 14a-8 no-action requests as of August 14, 2026.
If Rule 14a-8 is officially rescinded, companies would no longer be required to include shareholder proposals in their proxy materials based on federally established procedural and substantive requirements. Instead, state law and, where permitted, company governing documents would determine whether a shareholder proposal must be included.
The proposal would eliminate all substantive bases for exclusion currently in the rule, as well as the procedural requirements for share ownership, resubmission thresholds, and the no-action letter process that has served as the primary mechanism for resolving disputes over shareholder proposals. The SEC’s principal basis for the proposed rescission is that Rule 14a-8 exceeds its authority under Section 14(a) of the Exchange Act, which the SEC staff views as authorizing regulation of proxy solicitations but not the substantive matters put to a shareholder vote.
The SEC staff also contends that the rule has become a de facto federal standard for shareholder voting rights, intrudes on areas traditionally governed by state law, and may facilitate private leverage rather than shareholder voting. This position is in line with previous comments made by SEC Chair Paul Atkins.
Expanded discretionary voting authority under Rule 14a-4(c)
The proposal would also amend Rule 14a-4(c)(2) to expand the circumstances under which companies may exercise discretionary voting authority over shareholder proposals not included in company proxy materials. Under the proposed amendments, companies would be able to exercise discretionary voting authority on timely received shareholder proposals submitted outside the Rule 14a-8 process, regardless of whether the proponent has delivered its own proxy materials to holders of the requisite percentage of shares.
This would eliminate the current solicitation threshold under which a single proponent may prevent a company from exercising its discretionary voting authority. If the proposal is adopted, a company exercising discretionary voting authority would be required to include in its proxy statement a brief description of the proposal and how the company intends to vote, a cross-reference on the proxy card, and a check box allowing shareholders to opt out of conferring such discretionary authority.
A single check box would cover all proposals subject to discretionary voting authority, although companies may voluntarily provide multiple boxes. The SEC has also proposed amendments to Rule 14a-4(c)(1) to clarify that advance notice provisions or applicable state or foreign law provisions generally determine timeliness.
Finally, these amendments address the “zero-slate campaign” dynamic created by the 2021 universal proxy rules, under which proponents can include company director nominees on their proxy cards, pressuring companies to include proponent proposals on the company’s card to maintain proxy voting authority. While the proposed amendment to Rule 14a-4(c) is independent of the proposed rescission of Rule 14a-8, the SEC noted that the Rule 14a-8 rescission may lead more shareholders to file their own proxy solicitation materials, thus justifying the greater flexibility afforded to companies by the Rule 14a-4(c) amendment.
Investment company considerations
The proposed rescission would apply to all companies, including registered investment companies and business development companies (together, “regulated funds”), without affecting statutory voting rights under the Investment Company Act of 1940, as amended. The SEC is seeking comment on whether regulated funds require a different approach, including a possible new Investment Company Act rule, given their distinct shareholder and proxy considerations.
Proposal 2: Proxy Solicitation Modernization
Annual report requirements and incorporation-by-reference deadlines
The SEC has proposed to eliminate the requirement that companies deliver annual reports with proxy materials to shareholders. The SEC noted that much of the information in the currently required annual reports overlaps with companies’ annual reports on Form 10-K, which are easily accessible online.
Under the proposed rule, companies that have filed their most recent Form 10-K reports online through EDGAR will not need to provide a separate annual report. Companies may, however, voluntarily continue to send annual reports to security holders, provided those reports are also submitted on EDGAR. The proposal would also eliminate the Item 201(e) stock performance graph requirement because such information is now readily available online.
However, the SEC proposes to retain the stock performance graph requirement for regulated funds to maintain parity with other regulated fund performance disclosure requirements. For similar reasons, the proposal would eliminate the 20-business-day requirement for disseminating proxy statements that incorporate information by reference, because filings incorporated by reference are also easily accessible online. Last, the SEC proposes to eliminate the corresponding 20-business-day requirements in Forms S-4 and F-4.
Contact information on proxy and information statement cover pages
The proposal would require the cover pages of Schedule 14A proxy statements and Schedule 14C information statements to identify a representative who can respond to questions or comments regarding the filing, including the representative’s name, address, and telephone number. An email address could satisfy the address requirement. The objective is to facilitate communications between SEC staff and filers during the review process.
Notices of exempt solicitation
Under the current system, large shareholders owning more than $5 million of a company’s shares must provide notice to the SEC if they intend to make certain exempt written solicitations. Shareholders may also voluntarily submit such notices.
The SEC noted that voluntary notices have come to dominate notice of exempt solicitation submissions, rising from approximately 40% in 2018 to 80% in 2025. The SEC stated that the inclusion of these voluntary shareholder communications alongside required company filings on EDGAR may cause confusion and make mandatory filings harder to locate.
The proposal would eliminate both required and voluntary notices of exempt solicitation; shareholders would still be free to share exempt solicitation materials through other avenues.
Shortened broker search time period
The current minimum broker search period is 20 business days, during which time companies must coordinate with banks and brokers to distribute proxy materials and voting instruction forms. Citing technological advances and the ability to complete broker searches more quickly, the SEC proposes to reduce the minimum broker search period from 20 business days to five business days.
Notably, the existing seven-business-day response periods for brokers and banks under Rules 14b-1 and 14b-2 would exceed the proposed five-business-day minimum broker search period; the SEC is seeking comment on whether to shorten those response periods as well.
Practical Implications for Public Companies
Public companies should begin evaluating the potential impacts of the proposed rescission on their governance frameworks and proxy processes. Key considerations include:
- Governance Documents. Companies should review charters, bylaws, and advance notice provisions to assess their readiness for a post-Rule 14a-8 environment, particularly whether existing provisions adequately address shareholder proposal rights.
- State Law Requirements. Companies should evaluate how the law of their state of incorporation addresses shareholder proposals, including whether precatory proposals are permitted and what procedural requirements apply.
- Proxy Cards. Companies anticipating independent shareholder solicitations should prepare for the check-box requirement and consider how to present the discretionary voting authority disclosure.
- Shareholder Engagement. Companies may need to reconsider their shareholder engagement approaches as proposal submission and negotiation dynamics shift in the absence of the federal framework.
- Institutional Investors. Companies should monitor how institutional investors and proxy advisory firms respond to the proposed changes, including whether they develop new engagement frameworks or voting policies.
- Empty Voting and Share Lending. A shorter window for identifying beneficial owners could also limit opportunities for empty voting, since there would be less time to borrow shares before the record date. Similarly, institutional shareholders who have lent out their shares may not have enough time to recall them in time to vote.
- Annual Meeting Timetables. The shorter broker search time period will accelerate timelines leading up to annual shareholder meetings since companies may be able to establish record dates earlier. Companies may need to recalculate internal and external deadlines accordingly.
- M&A and Proxy Contests. The shorter broker search time period may also help companies avoid delays for M&A transactions requiring shareholder approval and limit shareholders’ ability to wage proxy contests or other activist activities. This may affect how companies approach transactions and contested director elections.
- Proxy Statement Materials. Companies may need to provide certain information under the proposal, such as contact information for a company representative who can respond to SEC questions about the filing.
Next Steps
Both proposals will be subject to a 60-day public comment period following publication in the Federal Register. Companies should consider submitting comment letters on one or both proposals.
If you have any questions, or would like additional information, please contact one of the attorneys on our Capital Markets & Securities team.
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