The public comment period for both rule proposals will remain open for 60 days following publication in the Federal Register.

Rule 14a-8 Rescission

On September 16, 2026, the SEC released its proposed “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.”

If adopted, the proposal would rescind Rule 14a-8 - the “shareholder proposal rule” - in its entirety. The proposing release discusses the scope of the SEC’s authority under Section 14(a) of the Exchange Act and concludes that Rule 14a-8 exceeds the SEC’s statutory authority. Rule 14a-8 currently requires public companies to include shareholder proposals in their proxy statements and on their proxy cards unless the proponent fails to satisfy the rule’s eligibility or procedural requirements or the proposal is otherwise excludable. Rescinding the rule would leave those determinations to state law and company governing documents.

Rule 14a-8 will remain in effect until a rescission becomes effective. For calendar year-end companies, the upcoming proxy season will proceed largely under the current rules. Calendar year-end companies will still need to notify the SEC and the proponent if they plan to exclude a Rule 14a-8 proposal at least 80 days before filing the definitive proxy statement.  Per the August 14, 2026 statement of the SEC’s Division of Corporation Finance, the Staff will no longer respond to any Rule 14a-8 no-action requests. Companies excluding shareholder proposals will again bear full responsibility for determining whether an exclusion basis is supportable and will face all attendant risks, which, as we saw in the 2026 proxy season, may include litigation.

There are open questions around whether and how broader market dynamics will evolve, both from the state law perspective and via private ordering. A key question for states will be whether precatory proposals are proper topics for shareholder action; we expect there will be efforts in Delaware to address this question. On the private ordering side, shareholders may look for companies to adopt Rule 14a-8-like rights for shareholder proposals in their organizational documents.

Rule 14a-4

The SEC also proposed amendments to Rule 14a-4(c) to broaden the circumstances in which a company may exercise discretionary proxy voting authority on shareholder proposals that will be presented at a shareholder meeting but are not included in company proxy materials (i.e., shareholder proposals submitted outside of Rule 14a-8). These proposals may become more frequent if Rule 14a-8 is rescinded, as proposed (although the proposed amendments to Rule 14a-4 are not contingent on the rescission of Rule 14a-8). The proposed amendments would also provide shareholders with the ability to elect to prevent the company from exercising such authority with respect to their individual shares.

Proxy Solicitation Modernization Proposal

On September 16, 2026, the SEC also proposed several rule amendments to modernize the proxy solicitation process. The proposed amendments are intended to reduce compliance burdens for companies while preserving important investor protections by accounting for technological advancements since the original adoption of the rules and the current reality of shareholder communications.

Eliminate the Delivery of Annual Reports to Shareholders and the Stock Performance Graph

Under current Rule 14a-3(b), if a proxy solicitation relates to an annual or special meeting of shareholders (or written consent in lieu of a meeting) during which directors will be elected, an annual report (submitted as Form ARS on EDGAR) must accompany or precede the proxy statement. The proposed amendments eliminate this delivery requirement and consider a company’s Form 10-K for its most recent fiscal year that is already on file as sufficient for satisfying the requirement.

The proposed amendments are intended to eliminate the redundancy created by requiring companies to comply with the separate annual report disclosure requirements in the rule and in Form 10-K, as an annual report to shareholders is required to contain substantially the same information required to be included in Form 10-K.

The requirement to include a stock performance graph in the annual report to shareholders per Regulation S-K Item 201(e) – the key disclosure unique to the current annual report requirement – would also be eliminated for all companies other than investment companies. The SEC noted that this information is readily available online.

The proposing release notes that companies could still send a “glossy” annual report to shareholders voluntarily in connection with a shareholder meeting, as long as it is also furnished on EDGAR.

Eliminate the Delivery Deadline When Documents are Incorporated by Reference

Per Note D.3 to Schedule 14A, if a company incorporates information by reference into its proxy statement, under the current regime, the company must send its proxy statement to shareholders no later than 20 business days prior to the date of the applicable shareholder meeting. The proposed amendments eliminate this requirement, noting that any filing incorporated by reference by the company is easily accessible to investors via EDGAR and companies can send filings electronically upon request.

The corresponding minimum of 20-business-day requirement found in Form S-4 and Form F-4 would be eliminated.

Eliminate the Submission of “Notices of Exempt Solicitation”

Under Rule 14a-6(g), shareholders with beneficial ownership of greater than $5 million of a company’s securities who conduct a written exempt solicitation (under Rule 14a-2(b)(1)) are required to submit a Notice of Exempt Solicitation. In recent years, the vast majority of submissions have been voluntary – that is, shareholders have filed a Notice of Exempt Solicitation despite not exceeding the $5 million threshold or providing information that was already publicly available through other avenues.

In January 2026, the SEC issued guidance that it would begin objecting to these voluntary submissions. Now, the proposed amendments would rescind Rule 14a-6(g) entirely, eliminating both required and voluntary notices.

Shorten the Minimum Broker Search Period to Five Business Days

Under Rule 14a-13, companies are currently required to initiate a broker search at least 20 business days before an established record date. Over the years since the rule’s adoption, the SEC notes that technological advancements have led to substantially more efficient communication and coordination among the intermediaries involved in a broker search process. In January 2026, the SEC issued guidance that it would not object if a company conducted its broker search less than 20 business days prior to the record date, as long as the company reasonably believed its proxy materials would be timely disseminated to shareholders. Building on this guidance, the proposed amendments would reduce the required period from 20 business days to five business days.

This shorter broker search period would enable companies to set record dates more quickly, including for transactions and proxy contests, subject to applicable state law and stock exchange requirements.

Include Representative Contact Information

The proposed amendments would also revise the cover pages of Schedules 14A and 14C to require the contact information (a name, address and phone number) of a representative who will respond to questions or comments regarding the filing. The proposing release stipulates that the representative’s address may be an email address.