Last week, the website on SEC.gov that houses shareholder proposal no-action letters was updated. To reflect the new process for the 2026 season, the shareholder proposal no-action letter page now directs to this site, which gives a quick summary of the past and present approaches:

Companies intending to exclude shareholder proposals from their proxy materials must notify the Commission and provide the information required by Exchange Act Rule 14a-8(j) no later than 80 calendar days before filing their definitive proxy materials.

Historically, most Rule 14a-8(j) notifications took the form of no-action requests where companies asked the Division of Corporation Finance to state its informal, non-binding views on whether it concurred that there was a legal basis to exclude shareholder proposals from their proxy materials under Rule 14a-8. On November 17, 2025, the Division announced that during the 2025-2026 proxy season it will not respond to no-action requests related to any basis for exclusion other than Rule 14a-8(i)(1). The Division will continue to respond to Rule 14a-8(i)(1) no-action requests until such time as it determines that there is sufficient guidance available to assist companies and proponents in their decision-making process.

The Division also will respond to Rule 14a-8(j) notifications when a company or its counsel includes, as part of the notification, an unqualified representation that the company has a reasonable basis to exclude the proposal.

The site then directs you here for Rule 14a-8 correspondence and Division responses, which includes four separate sites for:

– Rule 14a-8(j) Notifications With No Response

– Responses to Rule 14a-8(j) Notifications

– Incoming No-Action Requests Under 14a-8(i)(1)

– No-Action Responses Issued Under 14a-8(i)(1)

As Liz shared last week, at least one Rule 14a-8(j) notice & response had already been posted on the SEC’s website, although it related to a pending, and already posted no-action request submitted prior to the Staff’s statement, so it wasn’t entirely clear until this page was rolled out that all the notices & responses would be posted. It now looks like they will be.

There are a number of other procedural questions floating around, and I’m excited to hear from SEC Staff during tomorrow’s TheCorporateCounsel.net webcast, “This Year’s Rule 14a-8 Process: Corp Fin Staff Explains What You Need to Know.” Tune in from 11:00 am – 12:00 pm Eastern to hear Corp Fin Chief Counsel, Michael Seaman, and Corp Fin Counsel, Emma O’Hara, address some frequently asked questions from our own Liz Dunshee, Cooley’s Reid Hooper and Gibson Dunn’s Ron Mueller, who will also give their perspectives on strategy and how issuers should be thinking about and approaching the new process.

Keep in mind that this webcast is free — even for folks who aren’t members of TheCorporateCounsel.net. There’s no need to register in advance, even if you are not a member. But head to the webcast landing page linked above to add the webcast to your calendar so you don’t miss it! (I know if I don’t get a 15 min. prior reminder pop-up, I won’t show up anywhere!) This webcast also won’t be eligible for CLE credit — but we have lots of other options, both coming up live (see the home page) and on-demand — if you need that!

– Meredith Ervine