SEC Proposes Rescission Of Rule 14a-8 And Modernization Of Proxy Solicitation Rules

On September 16, 2026, the Securities and Exchange Commission (SEC) issued two proposals that would reshape the federal proxy landscape. Release No. 34-106383 would rescind Rule 14a-8, eliminating the federal framework for including shareholder proposals in company proxy materials, and would amend Rule 14a-4(c) to expand companies’ discretionary proxy voting authority over proposals not included in their proxy materials. Release No. 33-11439 would modernize proxy solicitation rules, including by eliminating the separate annual report delivery requirement and the Notice of Exempt Solicitation, and shortening the minimum broker search period from 20 to five business days. The public comment period for each proposal will remain open for 60 days following publication of the applicable proposing release in the Federal Register.

Why This Matters

• The shareholder proposal process would shift from federal to state control. If the SEC adopts the rescission of Rule 14a-8, the right of shareholders to include proposals in company proxy materials would no longer be governed by a uniform federal standard. Instead, shareholder proposal rights would depend on state corporate law and individual company bylaws, thereby creating a fragmented, state-by-state, company-by-company landscape.
• Many companies’ bylaws may not currently provide for shareholder proposal inclusion. State corporate law generally permits, but does not require, companies to adopt bylaw provisions addressing shareholder proposals. If Rule 14a-8 were rescinded, companies without such provisions generally would have no federal obligation to include shareholder proposals in their proxy statements.
• Proposed Rule 14a-4(c) amendments would give companies more control over floor proposals. The proposed amendments would expand companies’ discretionary voting authority on shareholder proposals not included in proxy materials, while allowing individual shareholders to opt out of that authority for their shares. This would provide a significant new tool for managing floor proposals in a post-Rule 14a-8 world.
• The proposal would eliminate the separate delivery of annual report to security holders requirement for companies with a Form 10-K on file. Companies would no longer need to produce and deliver a separate annual report to security holders, eliminating associated printing, mailing and compliance costs. The proposal also would remove the stock performance graph requirement for non-investment companies.
• Notices of Exempt Solicitation would be eliminated entirely. By rescinding Rule 14a-6(g), the proposal would eliminate both mandatory and voluntary filings, reducing EDGAR clutter but also removing a centralized channel that activists and governance-focused investors have used to disseminate views ahead of shareholder votes.
• Proxy distribution timelines could tighten. The proposal would eliminate the 20-business-day delivery deadline for proxy statements that incorporate documents by reference and shorten the minimum broker search period from 20 to five business days, potentially giving companies more flexibility in scheduling proxy distributions. However, companies relying on the SEC’s notice-and-access rules would still be required to file their definitive proxy statement on EDGAR at least 40 calendar days prior to the meeting date.

Who Should Pay Attention

• Public company boards and management teams should assess how the proposed elimination of the federal shareholder proposal process would affect annual meeting planning, shareholder engagement and corporate governance processes.
• Corporate secretaries and governance professionals should evaluate the effects on proxy preparation, track both rulemakings and review bylaw provisions addressing shareholder proposals and advance notice.
• Institutional investors and asset managers that rely on Rule 14a-8 should consider submitting comments and assess how their stewardship and proxy voting strategies would need to adapt in the new environment.
• Shareholder proponents and advocacy organizations should assess the potential loss of a primary mechanism for placing proposals before shareholders and use the comment period to advocate for preserving the rule.

Proposed Rescission of Rule 14a-8 and Amendment of Rule 14a-4(c)

Rule 14a-8 currently provides the federal framework under which eligible shareholders may submit proposals for inclusion in a company’s proxy statement, subject to 13 bases for exclusion. A company seeking exclusion must notify the SEC and the proponent and state the basis for exclusion. The proposal would rescind Rule 14a-8 entirely, leaving regulation of shareholder proposals to the states. The SEC’s stated rationale is that Section 14(a) of the Exchange Act authorizes regulation of proxy solicitations, but not the substantive scope of matters on which shareholders may vote, which the SEC views as a matter of state corporate law that Rule 14a-8 has improperly displaced.

Rule 14a-4(c) currently limits a company’s ability, under certain circumstances, to exercise discretionary proxy voting authority on a shareholder proposal submitted outside Rule 14a-8 that will be presented at a meeting but is not included in the proxy materials. As a practical matter, this restriction can leave companies feeling compelled to include these proposals on their proxy cards even when neither the federal proxy rules nor applicable state law requires inclusion. The proposed amendments would broaden the circumstances in which a company may exercise discretionary voting authority on those proposals, while allowing each shareholder to elect, on a shareholder-by-shareholder basis, that the company not exercise that authority with respect to that shareholder’s shares. These amendments would be particularly consequential if Rule 14a-8 were rescinded because they would give companies a framework for addressing floor proposals through discretionary voting authority rather than a separate solicitation.

Key implications if the proposed rescission is adopted:

• Shareholder proposal rights would be governed by state law and company bylaws rather than Rule 14a-8.
• State corporate law generally permits, but does not require, companies to include shareholder proposals in proxy materials. Many companies’ bylaws do not currently address the inclusion of shareholder proposals in proxy materials.
• Shareholder proponents could still submit proposals as floor proposals at annual meetings, subject to state law advance notice provisions. If Rule 14a-4(c) were amended as proposed, companies also could have discretionary voting authority over those proposals.
• The proposed rescission could face significant legal challenges. Rule 14a-8 would remain in effect unless and until the SEC adopts a final rule.

Proposed Proxy Solicitation Modernization

Release No. 33-11439 would modernize several proxy solicitation rules that the SEC views as outdated in light of electronic filing through EDGAR, electronic communications and more efficient coordination among market intermediaries. The proposal is intended to reduce compliance burdens without sacrificing investor protections.

Five principal amendments would:

• Eliminate the separate delivery of annual report to security holders (ARS) requirement. For a company that has a Form 10-K on file for its most recent fiscal year, the proposal would eliminate the need to comply with the separate ARS disclosure requirements because the information in the ARS largely overlaps with the Form 10-K. The proposal also would eliminate the stock performance graph requirement in Item 201(e) of Regulation S-K for all companies other than investment companies. Companies could continue to produce and distribute a separate annual report voluntarily for investor relations or branding purposes.
• Remove the 20-business-day delivery deadline for proxy statements that incorporate information by reference. Currently, a company must send its proxy statement to shareholders at least 20 business days before the meeting when the proxy statement incorporates information by reference. Because incorporated filings are freely accessible via EDGAR, the proposal would remove the deadline.
• Eliminate the Notice of Exempt Solicitation requirement. The proposal would rescind Rule 14a-6(g), which currently requires a shareholder beneficially owning more than $5 million of a company’s securities to submit a Notice of Exempt Solicitation on EDGAR for certain written exempt solicitations. The proposal would eliminate Notices of Exempt Solicitation altogether, whether required or voluntary. The SEC notes that most such notices in recent years have been voluntary filings by shareholders below the $5 million threshold, contributing to the volume of EDGAR filings and potential investor confusion.
• Shorten the minimum broker search period from 20 to five business days. The proposal would shorten the minimum broker search period used to identify beneficial owners and coordinate delivery of proxy materials from 20 business days to five business days. The SEC cites technological advances that have made intermediary coordination significantly more efficient, allowing the process to be completed on a shorter timetable.
• Add filing representative contact information and make technical amendments. The proposal would require the cover pages of Schedule 14A and Schedule 14C to include contact information for a filing representative. It also would make related technical amendments to update and clarify the proxy rules and forms.

What This Means in Practice

For public companies: If adopted, the Rule 14a-8 rescission and Rule 14a-4(c) amendments would give boards significantly more control over whether shareholder proposals appear in proxy materials. With many bylaws silent on shareholder proposal inclusion, the practical default for those companies could be exclusion. At the same time, the proposed proxy solicitation modernization amendments would reduce compliance costs by eliminating the separate annual report requirement and shortening the broker search period, freeing resources currently devoted to proxy mechanics.

For institutional investors: If adopted, the Rule 14a-8 rescission would remove the lowest-cost channel for placing proposals before a company’s full shareholder base. The proposed elimination of Notices of Exempt Solicitation also would remove a centralized, EDGAR-based channel for disseminating views to other shareholders ahead of a vote. Investors that rely on the shareholder proposal process as part of their engagement toolkit would need to develop alternative strategies (including direct engagement, public campaigns and floor proposals) that may be more resource-intensive and less certain to reach the broader shareholder population. Under the proposed Rule 14a-4(c) amendments, individual shareholders would be able to elect to prevent the company from exercising discretionary voting authority with respect to their shares, preserving a measure of individual investor control even as the overall framework shifts toward companies.

For shareholder proponents: If Rule 14a-8 were rescinded, floor proposals submitted under applicable state-law advance notice provisions could become the primary avenue for presenting proposals at annual meetings. Unless a company voluntarily included them, such proposals would not appear in the company’s proxy statement or proxy card, making meaningful support more difficult to obtain. The proposed Rule 14a-4(c) amendments compound this challenge: if a company could exercise discretionary voting authority over a floor proposal not included in its proxy materials, proponents likely would need to conduct their own proxy solicitation to obtain informed, directed votes. Each shareholder, however, would be able to opt out of the company’s discretionary authority with respect to that shareholder’s shares.

Action Items

We recommend the following steps for affected stakeholders:

• Continue to comply with existing rules. The proposals would not change current law unless and until the SEC adopts final rules. Both Rule 14a-8 and the current proxy solicitation rules (including the annual report delivery requirement, the Notice of Exempt Solicitation and the broker search period) remain in effect. Companies and investors should continue to comply with all existing requirements for the 2026–2027 proxy season unless and until any final rules become effective.
• Consider submitting comment letters. Each proposal is subject to a 60-day comment period following publication of the applicable proposing release in the Federal Register. Companies, investors and other stakeholders should consider engaging in the rulemaking process.
• Evaluate whether bylaw amendments are needed. Companies should actively evaluate whether amendments are needed to provisions addressing advance notice, shareholder proposals and meeting procedures, taking into account applicable state law and their anticipated post-Rule 14a-8 risk profile.
• Assess proxy solicitation processes. Corporate secretaries should evaluate how the proposed modernization amendments may affect their proxy filing workflows, identify potential cost savings and evaluate the potential implications for shareholder engagement.
• Plan for potential changes to annual report practices. If the ARS delivery requirement were eliminated in a final rule, companies would need to decide whether to continue producing separate annual reports voluntarily or rely solely on the Form 10-K. Companies should begin evaluating that question now, considering investor-relations objectives, printing and distribution costs and shareholder expectations, so they are prepared to act if a final rule is adopted.
• Monitor the rulemaking timeline. Both proposals must proceed through notice and comment before the SEC can adopt final rules. The SEC’s rulemaking agenda could shift, and the timing of any final rules is uncertain. Companies should track developments closely because the proposals are part of a broader SEC reform agenda.