Summary

  • The SEC has proposed rescinding the federal Rule 14a-8 inclusion process and leaving the role of shareholder proposals to state law and, where permitted, company governing documents.
  • A separate Rule 14a-4 proposal would let companies seek discretionary votes on some timely proposals omitted from their cards, subject to disclosure and a checkbox shareholders could use to opt out for their own shares.

The U.S. Securities & Exchange Commission proposes two changes that separate access to a corporate agenda from control over a proxy vote. Issued on September 16, Release 34-106383 would rescind Exchange Act Rule 14a-8 and amend Rule 14a-4(c). The proposal is not final: the SEC lists November 20, 2026 as the comment deadline.

Rule 14a-8 is the current federal route through which an eligible shareholder may seek inclusion of a proposal in a company's proxy statement and form of proxy, subject to procedural requirements and grounds for exclusion. Inclusion does not make a proposal binding or ensure a majority vote. The Commission argues that deciding which matters shareholders may bring to a vote belongs to state law and, where state law permits, company governing documents—not a federal proxy rule. That is the SEC's rationale for the proposal, not a court ruling on the limits of its authority.

The rule has been an active, if conditional, channel. SEC staff counted 3,205 submissions for inclusion at meetings held in 2022–2025: 2,363 were voted on, 458 were omitted following no-action letters and 384 were withdrawn. The Commission cautions that some withdrawn submissions may not appear in its data, making the total a lower bound.

The second proposal concerns what happens when a shareholder presents a matter outside Rule 14a-8 and the company leaves it off its own card. Under current Rule 14a-4(c)(2), company discretion is restricted when a proponent timely signals an intent to solicit enough shareholders to carry the proposal and supplies the required evidence. The SEC would remove that restriction for certain timely proposals.

A company seeking discretion would have to describe the matter and its intended vote in its proxy statement, cross-reference that disclosure on its card, and include at least one checkbox by which each shareholder could withhold discretion over their own shares. The draft permits one box to cover multiple proposals.

That pairing matters. The inclusion proposal changes where the access question is decided; the voting proposal could let a company cast votes using proxies it receives even when an outside proposal is not on its card. The SEC expects this could reduce the incentive to include such proposals on company cards, but that is a forecast, not an observed result. The opt-out is a proposed safeguard, not a guarantee that a proposal will reach owners or that every holder will notice and use the box.

There is a separate current-process change: since August 14, 2026, the SEC Division of Corporation Finance has stopped responding to Rule 14a-8 no-action requests. Companies must still file notices when they intend to exclude proposals. That staff practice change did not repeal Rule 14a-8; the rule remains in force while S7-2026-32 is under comment.

The SEC asks whether a brief description gives shareholders enough information, whether the checkbox should apply to every proposal or to each one separately, and how competing proxy cards should be reconciled. Those details could decide whether the opt-out is usable. For now, federal inclusion and the proposed vote authority remain distinct questions under a pending rulemaking.

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