The US Securities and Exchange Commission has proposed rescinding Rule 14a-8 under the Securities Exchange Act of 1934, shifting determinations regarding shareholder proposals to state law and corporate governing documents. The regulator also put forward amendments to standardise and update the broader proxy solicitation framework.
Proposed Rescission of Shareholder Proposal Framework
On 16 September 2026, the US Securities and Exchange Commission published proposals to rescind Rule 14a-8. The Commission stated that the existing framework exceeds its statutory authority and intrudes into matters governed by state corporate law.
Under the proposed rescission, decisions on the role and inclusion of shareholder proposals would depend on state legislation and individual company charter documents. The regulator noted that several original justifications for Rule 14a-8 have not been substantiated or are less compelling today, adding that federal preemption may have discouraged states from developing specific shareholder proposal laws.
Reforms to Discretionary Voting and Proxy Solicitation
In addition to rescinding Rule 14a-8, the SEC proposed amendments to Rule 14a-4(c). These updates are intended to provide public companies with flexibility and grant shareholders greater control regarding proposals where a company seeks discretionary proxy voting authority.
A separate proposing release targets the modernisation of proxy solicitation processes to reflect changes in technology and communications. Proposed measures include eliminating the requirement for companies to deliver an annual report to security holders and removing delivery deadlines when documents are incorporated by reference into a proxy statement.
The solicitation release also proposes eliminating both the requirement and ability to submit Notices of Exempt Solicitation, while shortening the minimum broker search period from 20 business days to five business days.
Regulatory Focus and Public Comment Period
SEC Chairman Paul S. Atkins stated that the releases focus on keeping the regulator within its statutory authority while updating rules to match current market practices and modern technology.
Both proposed rule changes will be open for public comment for 60 days following their publication in the Federal Register.
