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On November 17, 2025, the SEC issued a statement from the Division of Corporation Finance which announces a significant change in the Division's involvement in the annual shareholder proposal season. Noting “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 Commission and the staff available to both companies and proponents,” the announcement indicates that the Division will not respond to (or express no views on) no-action requests from companies seeking to rely on Rule 14a-8 under the Securities Exchange Act to exclude shareholder proposals from their proxy materials, other than no-action requests seeking to exclude proposals under Rule 14a-8(i)(1). The Division notes that this policy applies to the current proxy season that runs from October 1, 2025 to September 30, 2026, as well as to no-action requests that were received by the Division before October 1, 2025, but for which the Division has not yet responded.
The Division reminds companies that they still must provide the SEC with a notice of an intention to exclude a shareholder proposal no later than 80 calendar days before filing definitive proxy materials in accordance with Rule 14a-8(j), which should be submitted using the SEC's online shareholder proposal form. The Division notes that it will take the following approach with respect to Rule 14a-8(j) notices:
Although the Division will not respond substantively to submissions regarding companies' intent to exclude shareholder proposals other than no-action requests related to Rule 14a-8(i)(1), we recognize that a company may wish to receive some form of a response to its notification that it intends to exclude a proposal from its proxy materials. Accordingly, if a company wishes to receive a response for any proposal that it intends to exclude pursuant to a basis other than Rule 14a-8(i)(1), the company or its counsel must include, as part of its notification pursuant to Rule 14a-8(j), 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. In those situations, the Division will respond with a letter indicating that, based solely on the company's or counsel's representation, the Division will not object if the company omits the proposal from its proxy materials. In providing its response, the Division will not evaluate the adequacy of the representation or express a view on the basis or bases the company intends to rely on in excluding the proposal. Accordingly, a company's Rule 14a-8(j) notification should be limited to the information required by the rule as well as an unqualified representation that the company has a reasonable basis to exclude the proposal. (endnotes omitted)
As noted above, the Division will continue to review and express its view on no-action requests related to Rule 14a-8(i)(1) until a determination is made that there is sufficient guidance available for companies and proponents to proceed on their own. The Division of Investment Management also intends to follow a substantially similar process to what is outlined in the Division's announcement.
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