Panoramic: Automotive and Mobility 2025
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SEC staff suspends substantive responses to most shareholder proposal no-action requests
24 November 2025
On November 17, the SEC’s Division of Corporation Finance issued a statement announcing that it will play a reduced role in the shareholder proposal process under Exchange Act Rule 14a-8 during the 2025-2026 proxy season.
The Division states that, in a departure from its historical practice, it will not respond to no-action requests for, and will not express views on, companies’ intended reliance on any procedural or substantive basis under Rule 14a-8 for excluding shareholder proposals from their proxy materials. In the only exception to this policy, the Division will respond substantively to no-action requests under
Rule 14a-8(i)(1) seeking exclusion of proposals on the basis that they are not a proper subject for shareholder action under state law.
The Division explains that it adopted this change to its normal process in responding to no-action requests because of the backlog of work requiring the staff’s attention following the recent federal government shutdown, and because of the “extensive body” of Commission and staff guidance on the operation of Rule 14a-8 available to both companies and shareholder proponents.
The Statement touches on a number of matters discussed below that companies will have to address in deciding how to respond to shareholder proposals during the current proxy season.
Click here to read our full SEC Update publication.
Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Andy Zahn, Val Delp, Weston Gaines, Brendan Oldham, Leia Scott, Rosalie Gambrah, and Eryn Lin.
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