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SEC Issues Proposals Related to Exchange Act Proxy Rules

10/28/2026

The commission would rescind the shareholder proposal rule and modernize several proxy solicitation requirements.

In under a minute

On Sept. 16, 2026, the Securities and Exchange Commission (SEC) proposed to rescind Securities Exchange Act of 1934 Rule 14a-8, which provides a federal process for eligible shareholders to submit proposals for inclusion in a company’s proxy materials. If the proposal is adopted, inclusion would depend on state law or, where state law permits, company governing documents.
The SEC also proposed amendments to Rule 14a-4(c)(2) covering timely received shareholder proposals submitted outside the Rule 14a-8 process (including if Rule 14a-8 is rescinded) that will be presented at a shareholder meeting but are not included in the company’s proxy materials. The proposed amendments would allow companies to exercise discretionary voting authority over these proposals, even if the proponent delivers its own proxy materials, provided certain procedural conditions are met.
In a separate proxy solicitation modernization proposal, the SEC would eliminate the Rule 14a-3(b) annual report delivery requirement and the 20-business-day deadline for proxy statements incorporating information by reference, rescind Rule 14a-6(g) and the Notice of Exempt Solicitation, shorten the minimum broker search period from 20 business days to five, and add a Schedule 14A/14C cover page requirement for representative name, address, and telephone information.
Current proxy rules remain in effect unless and until any final amendments become effective. Both proposing releases were published in the Federal Register on Sept. 21, 2026, and comments are due Nov. 20, 2026.

Proposed rescission of Rule 14a-8

Rule 14a-8 provides a federal process for eligible shareholders to submit proposals for inclusion in the company’s proxy materials. The rule generally requires the company to include the proposal unless the shareholder has not complied with the rule’s procedural requirements or the proposal falls within one of the substantive bases for exclusion. Under the current framework, a company that intends to exclude a proposal submitted under Rule 14a-8 must notify the SEC and the proponent and explain the basis for exclusion. Historically, companies frequently sought the SEC staff’s informal views on exclusion through the Rule 14a-8 no-action process. On Aug. 14, 2026, the SEC Division of Corporation Finance (CorpFin) announced that it had discontinued responding to Rule 14a-8 no-action requests entirely, unless and until CorpFin announces otherwise. Companies, however, still are required under Rule 14a-8(j) to submit the prescribed notice when they intend to exclude a shareholder proposal. The practical result is that, even before any rescission becomes effective, companies no longer have the SEC staff response mechanism that historically helped frame many exclusion decisions.

The Sept. 16 proposal would rescind Rule 14a-8 and eliminate the federal shareholder proposal process. Among the reasons supporting the proposal, the commission stated that Rule 14a-8 exceeds the agency’s statutory authority and improperly intrudes on state corporate law, and that this federal rule might have discouraged states from developing their own shareholder proposal laws. Rescission of Rule 14a-8 would shift the matters related to shareholder proposals to applicable state statutes, judicial decisions, and the company’s governing documents, where state law permits.

Proposed amendments to Rule 14a-4

The proposed amendments to Rule 14a-4(c)(2) would allow companies to exercise discretionary voting authority over timely received shareholder proposals submitted outside the Rule 14a-8 process that will be presented at a shareholder meeting but are not included in the company’s proxy materials. This would apply even if the proponent solicited proxies through its own materials delivered to holders of at least the percentage of voting shares needed to carry the proposal. To exercise that authority, a company would include a brief description of the matter and its intended vote in the proxy statement, provide a cross-reference to that disclosure on the proxy card, and include a checkbox allowing each shareholder to prevent the company from exercising that authority with respect to the shareholder's returned proxy.

The key change is who controls that authority. Today, a proponent that runs its own proxy solicitation can cut off the company’s discretionary authority on such proposals for all shareholders. If Rule 14a-4(c)(2) is amended as proposed, the default would be that discretionary authority is granted to the company unless the shareholder affirmatively opts out by checking the box. The SEC states that these amendments stand on their own, so they could be adopted even if Rule 14a-8 is not rescinded.

Potential governance and process effects of amendments to Rule 14a-4 include:

State law focus. Companies would need to assess what constitutes a proper subject for shareholder action and how state law allocates authority between shareholders and the board. Standards could vary depending on a company’s state of incorporation.
Governing documents. Subject to state law, charter and bylaw provisions could control advance notice procedures, timing, information requirements, and other conditions for shareholder business.
Dispute resolution. The loss of a federal shareholder proposal framework and the SEC staff no-action process could increase the importance of legal analysis and potentially shift more disputes to state courts or other available state law forums.

Crowe observation: In preparation for possible changes, companies might want to consider:

Coordinating early with legal and governance teams so finance understands how changes to the shareholder proposal process could affect the proxy calendar and how the proxy calendar interacts with the Form 10-K timeline
Assessing whether disclosure controls over the proxy statement and proxy card will need to change, for example, to cover new disclosures about proposals the company omits from its proxy materials and the related opt-out checkbox
Planning for possible cost changes, such as outside adviser fees or responses to shareholder-run solicitations, if more proposals come in outside the current federal process
Keeping the audit committee informed about the rule’s status and what could change for upcoming proxy seasons

Proxy solicitation modernization

The SEC’s separate proxy solicitation modernization proposal would update solicitation requirements for current technology and communications practices. The principal changes would include the following:

Annual report delivery. Eliminate the requirement to deliver an annual report to security holders. A proxy statement relating to a shareholder meeting at which directors will be elected would instead need to be preceded by either the filing of the registrant’s most recent Form 10-K or the furnishing of a compliant annual report on EDGAR. For registrants with a Form 10-K on file, the proposal would eliminate the separate annual report disclosure requirements. The proposal would remove the stock performance graph requirement from the annual reports of registrants other than investment companies. For business development companies and face-amount certificate companies, the graph instead would be required in Form 10-K.
Incorporation by reference. Eliminate the requirement that a proxy statement, including a joint proxy statement-prospectus filed on Form S-4 and F-4, that incorporates information by reference be sent at least 20 business days before the meeting. According to the SEC, the incorporated documents are now publicly available without charge through EDGAR, reducing the need for a separate minimum delivery period.
Notices of Exempt Solicitation. Rescind Rule 14a-6(g) requiring Notices of Exempt Solicitation, which results in eliminating a centralized EDGAR filing for certain written, nonpublic, exempt soliciting materials. The proposal also would end voluntary notices, which make up most of those filed in recent years.
Broker search. Shorten the minimum Rule 14a-13 broker search from 20 business days to five business days before the record date, potentially shortening proxy calendars.
Contact information. Revise Schedule 14A and Schedule 14C cover pages to require the name, address, and telephone number of a representative who can respond to questions or comments regarding the filing. The address may be an email address.

Crowe observation: Related to proxy solicitation changes, companies might want to consider:

Confirming that the Form 10-K will be on file before the proxy statement goes out. The SEC expects most registrants to rely on the Form 10-K to satisfy the proposed annual report requirement, so the order of the two filings would matter more.
Deciding whether to keep producing a separate glossy annual report. For registrants that satisfy the proposed requirement through a Form 10-K, a separate annual report would become a cost and investor-communication decision rather than a compliance requirement.
Updating disclosure checklists and review procedures to drop the stock performance graph and other items prepared only for the annual report and to add the new cover page contact.
Revisiting the proxy calendar. A shorter broker search and the removal of the 20-business-day incorporation-by-reference deadline could compress timelines for annual meetings and transactions. That could leave less time for finance deliverables, such as financial information for Form S-4 deals, and for auditor involvement.

What’s next

Both releases are proposals, not final rules. Existing Rule 14a-8 and other applicable proxy requirements remain in effect unless and until any final amendments become effective. Both proposing releases were published in the Federal Register on Sept. 21, 2026, and comments are due Nov. 20, 2026.

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