SEC Corp Fin Stops Responding to All Shareholder Proposal No-Action Requests

The SEC's Division of Corporation Finance announced that it will no longer respond to any shareholder proposal no-action requests, leaving public companies and shareholder proponents to make their own judgements.

The action expanded a November 2025 policy that suspended most of the no-action program but preserved a limited response mechanism. Under the prior approach, staff still considered certain requests to exclude proposals under Exchange Act Rule 14a-8 ("Shareholder proposals"), specifically Rule 14a-8(i)(1), and issued "no-objection" responses to notices filed under Rule 14a-8(j).

In the announcement, the Division eliminated both remaining practices and discontinued its no-action responses entirely. The Division explained that the change would allow it to focus resources on statutorily required reviews of filings.

The Division of Investment Management stated it would take a substantially similar approach for investment companies.

The Division of Corporation Finance noted that the underlying requirements of the rule remained unchanged. Companies intending to exclude a proposal are required to still notify the proponent and the SEC of the basis for exclusion at least 80 calendar days before filing a definitive proxy statement.

The Division also stated that its shareholder proposal email address is no longer functional and that companies must now submit those notices through the SEC's online Shareholder Proposal Form. Notices involving investment companies must instead be emailed to the Division of Investment Management at IMshareholderproposals@sec.gov.

The policy took effect immediately and applies until further notice.