SEC Staff Ends No-Action Relief Program for Shareholder Proposals

In an article published in the September 2026 issue of Wall Street Lawyer, Morrison Foerster partners Ryan J. Adams and Scott Lesmes examine the SEC Division of Corporation Finance’s decision to discontinue its practice of responding to shareholder proposal no-action requests under Rule 14a-8. The authors discuss how the SEC Staff’s August 14, 2026 statement goes beyond its November 2025 suspension of most of the no-action program, eliminating the remaining avenues for companies to receive Staff responses regarding the exclusion of shareholder proposals.

The article also considers the practical implications for public companies heading into the 2026–2027 proxy season. While the underlying requirements of Rule 14a-8 remain unchanged, companies seeking to exclude shareholder proposals will now need to rely on the rule itself, existing SEC guidance and judicial precedent without the benefit of a Staff response. Adams and Lesmes highlight considerations for companies evaluating exclusions, including developing a well-supported record, assessing the particular proposal and proponent, and preparing to explain exclusion decisions to investors and proxy advisory firms.