SEC Staff Announces They Will Not Express Substantive Views on Requests to Exclude Most 14a-8 Shareholder Proposals for the 2025-2026 Proxy Season
Companies can proceed with excluding shareholder proposals without the Staff’s input
The staff (Staff) of the SEC’s Division of Corporation Finance (Division) announced in a statement yesterday that, “[d]ue to 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,” they would not respond to no-action requests for, nor express substantive views on, companies’ intent to exclude shareholder proposals under Rule 14a-8 from their proxy materials, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).
Contributor(s)
Co-Head of Governance, Securities & Reporting Group
More from the Governance & Securities Watch
Copyright © 2026 Weil, Gotshal & Manges LLP, All Rights Reserved. The contents of this website may contain attorney advertising under the laws of various states. Prior results do not guarantee a similar outcome. Weil, Gotshal & Manges LLP is headquartered in New York and has office locations in Boston, Brussels, Dallas, Frankfurt, Hong Kong, Houston, London, Los Angeles, Miami, Munich, New York, Paris, San Francisco, Silicon Valley and Washington, D.C.