The Weinberg Center for Corporate Governance at the University of Delaware recently released findings from its large-scale survey examining the shareholder proposal process under SEC Rule 14a-8. The announcement of the report notes:
Conducted during renewed discussion about possible changes to the SEC’s role, the survey offers a descriptive account of how the system operates in practice, drawing on responses from 519 participants, including shareholders, public-company representatives, directors, and professional advisors. Rather than advancing policy prescriptions, the survey provides an empirical foundation for understanding where participants’ experiences converge, where they diverge, and why disagreements persist.
Key Takeaways
– Divergent understandings of purpose: Respondents describe the process in markedly different terms, reflecting contrasting institutional expectations.
– Shared governance principles: Despite sharp divisions over environmental and social proposals, respondents broadly agree on governance-focused proposals and on principles such as materiality, relevance, feasibility, and limits on micromanagement.
– Widespread dissatisfaction with SEC administration: Participants report frustration with unpredictability and overall user experience.
The survey was designed to capture the full range of perspectives, including extensive write-in responses, all reproduced verbatim with the report, to ensure transparency and neutrality.
On the very timely topic of the SEC’s role in the shareholder proposal process, the survey observes:
Respondents split about whether to retain federal authority over the shareholder proposal process or devolve responsibility to states, but consensus pervades understanding of what state law and policy would need to address. Essentials include statutory clarity, supporting state systems, promoting private ordering while protecting shareholder voice, apolitical stability, and balancing interstate competition with coordination.
So far this season, no company has submitted a no-action request to the SEC seeking to exclude a precatory shareholder proposal based on the argument that it is improper under state law pursuant to Rule 14a-8(i)(1), based on the information posted on the SEC’s website.
I had really hoped that we might get a reprieve from the often unwarranted attention of legislators and policymakers on corporate share repurchases that has persisted for several years now, but the topic has come up yet again in a White House Executive Order that was issued last week. The Executive Order is titled “Prioritizing the Warfighter in Defense Contracting,” and it is mainly focused on the performance of defense contractors, but it notes that “[m]ajor defense contractors will no longer conduct stock buy-backs or issue dividends at the expense of accelerated procurement and increased production capacity.” The Executive Order goes on to state:
(d) The Chairman of the Securities and Exchange Commission shall consider whether to adopt amended regulations governing stock buy-backs under Rule 10b-18 that would prohibit use of the relevant safe harbor for defense contractors of the type identified by the Secretary pursuant to section 3 of this order.
If the SEC were to act on this directive, it would represent an unprecedented change to Rule 10b-18, in that the availability of the safe harbor would be conditioned on something other than the notion of providing protection from market manipulation claims in connection with share repurchases. It is unclear what impact such a change would actually have on the covered issuers, because Rule 10b-18 simply provides a non-exclusive safe harbor from liability for manipulation under Section 9(a)(2) of the Exchange Act and Rule 10b-5 under the Exchange Act solely by reason of the manner, timing, price, and volume of the repurchases, so any issuer could continue to conduct share repurchases without fear of market manipulation claims by simply limiting its repurchase activity outside of the context of the Rule 10b-18 safe harbor.
Last month, I received my 2025 Spotify Wrapped, and I was very shocked to learn that my listening age was 84 years old. I was apparently not alone in my befuddlement, as many others posted online about their outrageously old listening ages as calculated by Spotify’s algorithm.
Upon reflection, it was actually pretty easy to figure out why I had racked up an octogenarian listening age. One of my all time favorite movies is American Graffiti, the 1973 coming of age film that is set in the early 1960s and focuses on “cruising” culture in California. When I was a kid, we had the soundtrack of that movie on an eight-track tape, and I would listen to that tape with my dad whenever we would drive around in his street rod or muscle cars during the 1970s. In a fit of nostalgia, I started listening to that soundtrack again on Spotify, and I really enjoyed hearing all of that iconic rock & roll music of the 1950s and early 1960s. When you factor that development in with the late-1960s and early-1970s classic rock that I usually listen to, not even the occasional contemporary Taylor Swift song could bring down my Spotify listening age!
After I got over the initial shock of my Spotify Wrapped, I received my LinkedIn Wrapped (I can’t recall what LinkedIn called this thing), which fortunately did not trigger the same sort of existential soul-searching, but it did indicate that the person I was most connected with on LinkedIn during 2025 was Liz Dunshee.
The confluence of these two events led me to the idea of recording a “Wrapped” edition of the “Mentorship Matters with Dave & Liz” podcast. We managed to cover so much ground in the inaugural year of the podcast, we thought it would be great to recap all of the insights and takeaways from our extraordinary guests. In this 26 minute podcast, the topics we cover include:
1. The reason we launched the podcast.
2. Perspectives from Dave & Liz on recurring themes from our 2025 episodes.
3. Practical tips gleaned from our podcast guests.
4. Gratitude for our guests and listeners.
Liz and I are very grateful for all of the amazing guests that were willing to share their insights on mentorship and career development with our audience. We also appreciate all of our members who have tuned into this podcast during 2025. We will continue to bring you new episodes of “Mentorship Matters with Dave & Liz” in 2026 and beyond. If you have a topic that you think we should cover or a guest who you think would be great for the podcast, feel free to contact us by LinkedIn or email.
Yesterday, SEC Chairman Atkins issued a Statement on Reforming Regulation S-K, kicking off the Commission’s efforts toward a comprehensive review of its disclosure requirements for public companies. The Chairman’s statement notes:
Since 1982, Regulation S-K has been the Commission’s central repository for filer disclosure requirements outside of the financial statements. Over the past forty-plus years, that repository has grown from the size of a gym locker to the size of an artificial-intelligence data center. Today, the disclosure that companies provide in response to the myriad requirements of Regulation S-K does not always reflect information that a reasonable investor would consider important in making an investment or voting decision. In other words, Regulation S-K currently elicits both material and a plethora of undisputably immaterial information. As Justice Thurgood Marshall suggested in his TSC Industries v. Northway opinion, burying shareholders in an avalanche of immaterial information is a result that neither protects investors nor facilitates capital formation. The Commission’s disclosure regime should enable a reasonable investor to separate the wheat from the chaff when reviewing periodic reports and proxy statements.
With this goal in mind, I have instructed the Division of Corporation Finance to engage in a comprehensive review of Regulation S-K. The first step in this process took place last May, when the SEC solicited public comments and held a roundtable on the executive compensation disclosure requirements contained in Item 402 of Regulation S-K. We have received over 70 unique comment letters, and the staff is in the process of evaluating these letters and preparing recommendations to the Commission for revisions to Item 402.
As a next step, the staff will focus on the other requirements of Regulation S-K. I welcome and encourage members of the public to provide their views on how the Commission can amend Regulation S-K, with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information. Please submit your comments as soon as possible and by no later than April 13, 2026.
During the first Trump Administration, the SEC revisited several items of Regulation S-K as part of its “Disclosure Effectiveness” initiative. This effort resulted in the simplification and modernization of some key Regulation S-K items such as the description of business, risk factors and MD&A.
Earlier this week, the SEC announced that Paul Tzur and David Morrell have been named as Deputy Directors of the Division of Enforcement. Mr. Tzur serves as the Deputy Director overseeing the enforcement program in the Chicago, Atlanta, and Miami Regional offices, while Mr. Morrell serves as the Deputy Director overseeing the enforcement program in the New York, Boston, and Philadelphia Regional Offices.
Mr. Tzur joins the SEC from private practice, where he focused on white collar defense and complex commercial litigation, and he previously served as an Assistant U.S. Attorney in the Northern District of Illinois, as well as in supervisory roles as a deputy chief in the General Crimes Section and the Narcotics and Money Laundering Section. Mr. Morrell joins the SEC from private practice, where he focused on civil litigation and government disputes, and he previously served as Deputy Assistant Attorney General in the Civil Division of the DOJ, as well as in the DOJ’s Consumer Protection Branch. Mr. Morrell also served in the White House as Special Assistant and Associate Counsel to the President and Associate Counsel.
Join us at 2:00 pm ET tomorrow for the webcast “The Secret of My Success: Best Practices for Management Succession Planning” to hear about all succession planning best practices from our outstanding panel: Derek Chien, Vice President, Assistant General Counsel, Synopsys; Richard Fields, Head of Board Effectiveness Practice, Russell Reynolds Associates; Tracey Heaton, Chief Legal Officer and Corporate Secretary, Heidrick & Struggles; J.T. Ho, Partner, Cleary Gottlieb; and Jennifer Kraft, Former Executive Vice President & General Counsel, Foot Locker. Topics that will be discussed include:
1. Long-term succession planning
2. Emergency succession planning
3. The role of the board and management in succession planning
4. When an executive chair role may be appropriate
5. Shareholder perspectives and communications
6. Executive compensation considerations
7. Disclosure considerations and requirements
We will apply for CLE credit in all applicable states (except SC and NE, which require advance notice) for this 1-hour webcast. You must submit your state and license number prior to or during the program using this form. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider once your state approves, typically within 30 days of the webcast. All credits are pending state approval.
Members of this site are able to attend this critical webcast at no charge. If you’re not yet a member, try a no-risk trial now by contacting us at info@ccrcorp.com or calling us at 800.737.2171. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. The webcast cost for non-members is $595, and you can sign up for the webcast by contacting us at the email address or phone number listed above.
Vanguard released its updated voting policies yesterday, continuing the trend of institutional investor voting policy announcements that started with the release of Blackrock’s voting guidelines last week. By comparison, last year Vanguard did not release its updated voting policies until January 31, so we are seeing them a full three weeks earlier in 2026.
Consistent with the previously announced reorganization of the firm into two separate investment advisors, Vanguard Capital Management and Vanguard Portfolio Management, the institutional investor has posted separate voting policies for each of the advisors. Global and U.S. policies have been released for Vanguard Capital Management, and global and U.S. policies have also been released for Vanguard Portfolio Management.
Stay tuned to our blogs this week for more analysis of the changes made to Vanguard’s voting policies for 2026.
As I noted in yesterday’s blog, capital formation is front and center for the Commission in 2026. The SEC recently announced that the Small Business Capital Formation Advisory Committee will meet on February 24. The meeting will be open to the public via webcast on www.sec.gov beginning at 10:00 am Eastern Time. The Sunshine Act Notice indicates that the topics to be covered include “matters relating to rules and regulations affecting small and emerging businesses and their investors under the federal securities laws.” We expect that a full agenda will be released at a time closer to the meeting date.
We recently posted the transcript for “The (Former) Corp Fin Staff Forum” webcast, during which Sonia Barros of Sidley, Meredith Cross of WilmerHale, Tom Kim of Gibson Dunn, Keir Gumbs of Edward Jones and I discussed the latest updates on the SEC rulemaking agenda, Staff interpretations and disclosure review from the Corp Fin perspective. The webcast covered the following topics:
– The SEC’s regulatory agenda for public companies and capital formation
– Recent Staff guidance and the implications for companies
– The SEC’s evolving approach to shareholder proposals and ESG matters
– The Corp Fin approach to filing reviews under new leadership
– What to expect from Corp Fin in 2026 and beyond
Members of the TheCorporateCounsel.net can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or call us at 800.737.1271.
Turning the page on the calendar to 2026 inevitably prompts me to look ahead to what will undoubtedly be a very active year in our space, with the SEC sure to ramp up its rulemaking and interpretive efforts to address an ambitious agenda that has been covered in this blog over the course of 2025. Keeping in mind that rulemaking is a very time-consuming and labor-intensive process, here are my top five predictions as to what we might see coming down the pike in terms of rulemaking over the next few weeks and months:
1. As Meredith discussed last week, the 2026 National Defense Authorization Act will require Section 16(a) reports of officers and directors of foreign private issuers (but not ten percent owners) effective March 18, 2026. Given a number of complications that are noted in Meredith’s blog, the Commission may need to act quickly to adopt rules to facilitate the implementation of this legislation.
2. As I noted in the blog back in September, President Trump directed the SEC to consider ending quarterly reporting in a Truth Social post, and Chairman Atkins subsequently indicated that consideration of a proposal was a priority for the Commission. A good deal of the underlying work on this topic was done during the first Trump Administration, including a request for comment and a roundtable, so it is foreseeable that a proposed rule and form amendments could be imminent on these changes.
3. As I noted in the blog last month, the White House issued an Executive Order directing the Chairman of the SEC, the Chairman of the FTC and the Secretary of Labor to take a number of rulemaking and investigative actions with respect to proxy advisory firms. Given that these actions have been prioritized by the Administration, it may be the case that the Commission will seek to act quickly on this front, particularly given that work has undoubtedly already been undertaken to address the quagmire that currently exists with the SEC’s rules on this topic.
4. As a conservative estimate, I would say that it will typically take about six to nine months to go from proposing release to adopting release on any rulemaking initiative, so if the Commission wants to revise the executive compensation disclosure requirements, revisit Rule 14a-8 or otherwise make changes to proxy disclosure requirements in time for the 2027 proxy season, we should expect to see proposing releases from the Commission very soon. Last June, the SEC held a roundtable on executive compensation disclosure requirements and solicited comments, so it can be expected that preliminary work has been ongoing with this initiative.
5. Among the top priorities articulated by Chairman Atkins is capital-raising, and the Chairman and other Commissioners have discussed a wide range of potential regulatory changes to address this initiative. There has been a bit of a “chicken and the egg” conundrum in that Congress has also been working on some of these initiatives, but at some point the SEC can’t wait around for Congress to act and must move forward with its own proposals. As the political winds in Washington are shifting to distinctly variable, this may be an issue that the SEC and the Administration will want to showcase in the coming months leading up to mid-term elections. All of these signs point toward proposing releases in the near term.
Of course, you should take all my predictions here with a grain of salt. For instance, back in September, I was sure that the Baltimore Ravens would win the Super Bowl this year. I could not have been more wrong about that!
