The New Normal: SEC Staff Discontinues All Responses to Rule 14a-8 Stockholder Proposal No-Action Requests
On August 14, 2026, the Division of Corporation Finance of the Securities and Exchange Commission issued an updated statement announcing that, effective immediately and until further notice, it will no longer respond to no-action requests under Exchange Act Rule 14a-8 on any basis, and will no longer issue the representation-based “no objection” letters introduced for the 2025–2026 proxy season.
This Alert summarizes what has changed since the Division’s November 17, 2025 statement, what remains the same, and the practical implications for public companies. We offer guidance on “what to do now” for companies and their boards as they prepare for the 2027 proxy season.
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Co-Head of Governance, Securities & Reporting Group
Co-Head of Governance, Securities & Reporting Group
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