SEC Sends Three Rulemaking Proposals For OIRA Review

Last week, the Securities and Exchange Commission (“SEC”) submitted three draft proposed rules to the White House’s Office of Information and Regulatory Affairs (“OIRA”) for review. The rulemaking proposals include: (1) Executive Compensation Disclosure Reform; (2) Proxy Solicitation Modernization; and (3) Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.

Executive Compensation Disclosure Reform

As disclosed in its Reg Flex Agenda, the SEC is considering proposed rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements. In June 2025, the SEC hosted its Executive Compensation Roundtable (the “Roundtable”), during which several SEC Commissioners signaled interest in simplifying the existing disclosure framework and refocusing it on information most material to investors. Commissioners questioned whether aspects of the current regime have become overly complex and burdensome. Specific areas identified for potential reconsideration included the CEO pay ratio, pay-versus-performance disclosures, clawback requirements, and the treatment of executive perquisites, including personal-security costs. The discussion also highlighted the broader question of whether some existing requirements provide investors with decision-useful information commensurate with their compliance costs. See our summary of the Roundtable. In connection with the Roundtable, the SEC invited public comment on executive compensation disclosure reform–94 comment letters and 1,031 form comment letters were submitted.

Shareholder Proposal Modernization and Amendments to Certain Proxy Rules

The SEC is considering amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, with the goal of reducing costs and compliance burdens. The SEC is also considering amendments to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to reduce compliance burdens for registrants and account for developments since the rule was last amended. The OIRA submission follows other recent developments involving the SEC’s handling of the shareholder proposal process. On August 14, 2026, the SEC’s Division of Corporation Finance announced that it would no longer respond to requests from companies seeking to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8, including requests under Rule 14a-8(i)(1), until further notice.

OIRA review may take up to 90 days but, although the review period may be extended, for SEC proposals review has generally been shorter. While the proposals are under OIRA review, their contents are not publicly available. We will review each proposal on this blog once it becomes publicly available.