After the Staff issued its November 17th statement on how it would handle the Rule 14a-8 process this year, one of the questions people were asking was, “Will the Rule 14a-8(j) notices be posted on the SEC’s website?” The answer to that question appears to be “yes” – at the very least, for pending no-action requests that had been submitted before the new approach was announced.

On November 17th – which was the same day Corp Fin issued its statement about the Rule 14a-8 process for the 2026 proxy season – a company furnished a supplemental notice about a pending no-action request that it had submitted prior to the statement being issued. The supplemental notice followed the instructions for the new process. The company requested a response from the Staff – so in accordance with the Staff’s statement, the company included an unqualified representation about having a reasonable basis to exclude the proposal at issue. In this case, the company’s position was that the proposal could be excluded on procedural grounds.

On November 19th, Corp Fin posted its response. You can see the company’s supplemental notice on page 18. Corp Fin’s response says in part:

You represent that the Company has a reasonable basis to exclude the Proposal. Based solely on that representation, we will not object if the Company excludes the Proposal from its proxy materials.

Copies of all of the correspondence on which this response is based will be made available on our website.

This is something we’ll know more about soon, but for now it’s reasonable to expect the notices to be posted, even if a company isn’t requesting a response. In addition to submitting the Rule 14a-8(j) notice to the Commission, remember that you also have to send it to the proponent. We’d expect that any no-action requests submitted this season under Rule 14a-8(i)(1) would also be posted in the typical way.

– Liz Dunshee