On September 15, 2026, Glass Lewis announced that it was soliciting public comment on four research perspectives that will underpin its new research model that will be introduced in September 2027.  As previously announced in October 2025, starting in 2027, Glass Lewis will begin offering more bespoke voting advice that will offer multiple perspectives so that clients can select research aligned with their own corporate governance philosophy.  The move marks a significant evolution in how the firm delivers governance research to institutional investors and carries important implications for public company boards and governance professionals.

Under the new model, Glass Lewis clients will be able to choose one or more of the following four research perspectives:

  1. Business Fundamentals:  This research perspective will take a flexible view of governance standards for when boards and management teams have demonstrated a strong record of generating shareholder returns.‍
  2. ‍Foundational Governance:  This research perspective will treat core governance standards as essential to safeguard long-term shareholder value.‍
  3. ‍Global Stewardship:  This research perspective will integrate core governance standards with rigorous oversight of financially material sustainability risks to protect long-term shareholder value.‍
  4. ‍Sustainability Focused:  This research perspective will pair core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios, recognizing that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest.

Importantly, Glass Lewis will continue to offer its current Benchmark Voting Policy Guidelines and Proxy Paper research reports for the upcoming 2027 proxy season, which will be published in early October 2026.  Changes to those existing guidelines will be limited to significant regulatory and corporate governance developments from 2026.

Comment Period

Glass Lewis has made a consultation paper, a survey questionnaire, and a companion paper comparing the perspectives at the proposal category level available on its website. The comment period closes October 16, 2026.

Key Takeaways

This shift has several practical implications for boards and governance teams:

  1. Engagement strategies may need to evolve.  With investors selecting different research perspectives, a company could receive varying vote recommendations depending on which research perspective an investor’s advisor applies.  Companies should consider how their governance practices and disclosures perform under each of the four perspectives.  Once Glass Lewis publishes its market-specific guidelines across the four perspectives, governance teams should assess which perspectives their key shareholders are likely to adopt and tailor their proxy disclosures and engagement accordingly.
  2. Participate in the comment period.  Glass Lewis has explicitly invited corporate stakeholders to weigh in.  Issuers should take advantage of this opportunity to shape the final guidelines, particularly with respect to how the perspectives evaluate board composition, compensation, and sustainability oversight.
  3. The 2027 proxy season is a bridge year.  Because Glass Lewis will continue to apply its existing benchmark policy for the upcoming 2027 season, companies have a window to prepare for the full transition.  Use this time to evaluate your governance and disclosure practices against the new perspectives.

We will continue to monitor developments as Glass Lewis releases additional details. Companies with questions about how these changes may affect their upcoming proxy season should reach out to our Public Companies & Corporate Governance team.

On September 16, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to modernize the proxy solicitation rules (Release Nos. 33-11439; 34-106385; File No. S7-2026-33) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which govern how companies and others solicit proxies to vote at shareholder meetings. Many of these rules have not been updated in decades. The proposed amendments aim to reduce companies’ compliance burdens by reflecting technological advances and developments in shareholder communication methods since the rules were adopted or last amended, without sacrificing investor protections.

At the same time, the SEC issued its much anticipated proposal to rescind the shareholder proposal rule under Rule 14a-8 and amend Rule 14a-4(c) (read more here).

Continue reading this Legal Update.

In an awaited but not surprising proposing release, on September 16, 2026, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed rescinding Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which governs the processes under which a shareholder may include a proposal in a public company’s proxy materials. The SEC also proposed to amend Rule 14a-4(c) to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company’s proxy materials. This proposal marks a significant change in the Commission’s view of the federal government’s role in interactions between companies and their shareholders.

Continue reading this Legal Update.

On September 16, 2026, the Securities and Exchange Commission (the “Commission”) proposed two sets of amendments to the federal proxy rules under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The first proposal would rescind Exchange Act Rule 14a-8, the shareholder proposal rule, and amend Exchange Act Rule 14a-4(c) to broaden the circumstances in which issuers may exercise discretionary proxy voting authority. The second proposal would modernize several proxy solicitation rules to account for technological developments and reduce compliance burdens for issuers and large shareholders.

Rule 14a-8 addresses when issuers must include shareholder proposals in the proxy materials for their annual or special shareholder meetings. The proposing release discusses the scope of the Commission’s authority under Section 14(a) of the Exchange Act and explains the Commission’s view that the rule should be rescinded because it exceeds its statutory authority, as it places the Commission in the position of making judgments about the application of state law that are best left to other actors and has had the unintended consequence of inhibiting the development of state law and private ordering. If rescinded, determinations about the role of shareholder proposals would be left to state law and issuer governing documents (if permitted by state law).

Alongside the proposed rescission, the Commission proposed amendments to Rule 14a-4(c), which prohibits issuers from voting proxies on shareholder proposals submitted outside of Rule 14a-8 that will be presented at a shareholder meeting but are not included in an issuer’s proxy materials. The Commission stated that an unintended consequence of this prohibition is that issuers may feel compelled to include proposals submitted outside of Rule 14a-8 on their proxy cards, even though neither the federal proxy rules nor existing state law requires their inclusion, to avoid the prohibitions on discretionary voting mandated by Rule 14a-4(c). The proposed amendments would provide issuers with greater flexibility to seek and obtain discretionary voting authority regarding such shareholder proposals, the submission of which may become more frequent if Rule 14a-8 is rescinded. At the same time, the proposed amendments would provide shareholders with the ability to elect to prevent an issuer from exercising such authority with respect to their individual shares.

In a separate proposing release, the Commission proposed a series of modernization amendments to the proxy solicitation rules, many of which have not been revisited in decades since their respective adoptions or last amendments. The modernization proposal would, among other amendments:

  • eliminate the requirement to deliver annual reports to security holders (“ARS”) for issuers that have a Form 10-K already on file for their most recent fiscal year, given the overlap of the disclosure requirements of the ARS and Form 10-K, and the ease of accessing an issuer’s Form 10-K on EDGAR;
  • eliminate the requirement that issuers send proxy statements at least twenty (20) business days before a shareholder meeting when information is incorporated by reference, recognizing that the filings incorporated by reference are now more easily accessible to investors via EDGAR;
  • rescind Rule 14a-6(g), which requires large shareholders to submit a Notice of Exempt Solicitation on EDGAR for certain written exempt solicitations, to eliminate both mandatory and voluntary Notices of Exempt Solicitations. The voluntary filing of such Notices had become increasingly prevalent, a development the Commission Staff attempted to curtail with the publication of Proxy Rules and Schedules 14A/14C Corporation Finance Interpretation (“CFI”) 126.06 (read about it here). Today’s proposed change is intended to build on the CFI, reducing investor confusion caused by the substantial number of voluntary filings not contemplated by the rule, and reducing compliance burdens for large shareholders that are currently required to submit such Notices;
  • shorten the minimum broker search period from twenty (20) business days to five (5) business days to reflect the more efficient coordination among intermediaries brought about by the internet age (foreshadowed in recent new Proxy Rules and Schedules 14A/14C CFI 133.02, here); and
  • revise the cover pages of Schedule 14A and Schedule 14C to require contact information for a representative who can respond to questions regarding the filing.

Together, these proposals represent a significant shift in the Commission’s approach to the proxy solicitation framework. The public comment periods for each will remain open for 60 days following publication. The full text of the proposed rules can be found here for the Commission’s proposed Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4 and here for the Commission’s proposed Proxy Solicitation Modernization.

In February 2025, the Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs,” or CDIs, as they were known at the time) relating to when beneficial ownership of a reporting company’s securities must be reported on a Schedule 13D, as opposed to a Schedule 13G (read about it here).  As a reminder, to report on Schedule 13G, a beneficial owner must certify that the subject securities were not acquired and are not held “for the purpose of or with the effect of changing or influencing the control of the issuer.”  Unfortunately, the new guidance introduced an element of confusion, causing investors to, at least temporarily, pull back on their engagement with issuers as they evaluated its impact.  Since, investors and issuers have adjusted their engagement to take the February 2025 CFIs into account; for example, by providing agendas in advance of meetings and giving disclaimers about the purpose of conversations.  On September 2, 2026, the SEC Staff published three new CFIs aimed at providing clarification to issuers and investors as they engage in these communications.

CFIGuidance
Question 103.13  An issuer requests a meeting with a shareholder to discuss the shareholder’s views on a topic, or past or upcoming voting decisions.  The shareholder currently reports on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c). Generally, (1) an engagement initiated by the issuer or (2) a response to an issuer’s request to understand the shareholders’ past voting decisions is less likely to be viewed as an attempt by the shareholder to “influence” control of the issuer, so participating in the discussion alone would not disqualify the shareholder from reporting on a Schedule 13G.  However, this is a highly fact-specific determination, and the totality of the circumstances must be considered.
Question 103.14  The fact that a shareholder reporting on Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) participates in discussions (including sharing its views and how those views could inform a voting decision) with a person engaged in a proxy solicitation alone will not cause the shareholder to lose its eligibility to report on a Schedule 13G.
Question 103.15  A shareholder reporting its beneficial ownership on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) seeks clarification about specific facts or statements in an issuer’s filings. The shareholder would not be disqualified from reporting on a Schedule 13G solely because it engages with an issuer to better understand the issuer’s disclosures or other public communications.

Find the new CFIs here.

Many stockholders or classes of stockholders hold rights to appoint individuals to serve as directors on corporate boards. Recent Delaware Chancery Court opinions highlight the risk of liability for designated directors and the stockholders who appoint them. This Legal Update provides guidance on how such directors and stockholders can navigate these risks, particularly in light of recent amendments to the Delaware General Corporation Law.

Continue reading this Legal Update.

On August 31, 2026, the Securities and Exchange Commission announced that it entered into a Memorandum of Understanding (“MOU”) with the Food and Drug Administration (“FDA”) to create a framework to support the exchange of information between the two agencies regarding FDA-regulated products and activities.  The MOU is designed to enhance both agencies’ ability to carry out their respective oversight and enforcement functions.

The SEC’s mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, while the FDA is charged with enforcing the Federal Food, Drug and Cosmetic Act, as amended (the “FDCA”), to promote and protect public health by, among other things, ensuring the safety of foods, drugs and cosmetic products, and regulating tobacco.  In the case of a public company engaged in FDA-regulated activities, the SEC is responsible, among other things, for reviewing such company’s disclosures and financial statements for false or misleading statements, including statements about FDA-regulated matters that could affect an investor’s decision to invest in the company’s securities.

Key Terms

Under the MOU, each agency will, where practicable, share information related to FDA-regulated products and activities, and persons who manufacture, distribute, and sell FDA-regulated products, with the other.  In addition, the agencies have agreed to establish a secure mechanism to share non-public information.  The sharing of non-public information under the MOU is predicated under specific provisions of the FDCA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

  • FDA to SEC:  Pursuant to Section 20.85 of the FDCA, the FDA may share information that is exempt from public disclosure with other federal agencies except for trade secrets and confidential commercial or financial information, and the SEC may use any non-public information received from the FDA to inform its review of public company filings to ensure compliance with the federal securities laws and in connection with any enforcement investigation, proceeding, or civil action within the SEC’s jurisdiction. However, the SEC cannot share any such non-public information with any person who is not an officer, employee or contractor of the SEC without the FDA’s prior written consent.
  • SEC to FDA:  Pursuant to Rule 24c-1 under the Exchange Act, the SEC may, at its discretion, share non-public information with the FDA upon a showing that such information is needed, provided that the FDA provides assurances to keep such information confidential.

In furtherance of these statutory provisions, the MOU sets forth guidelines with respect to the sharing of and safeguarding of information exchanged between agencies.  The initial term of the MOU is three years and may be extended by mutual consent of the agencies.

Key Takeaways

The MOU represents a meaningful development for public companies engaged in FDA-regulated activities.  By formalizing an information-sharing framework between the SEC and FDA, the MOU may increase the likelihood that discrepancies between a company’s public disclosures and information known to the FDA will come to the SEC’s attention.  Companies operating in FDA-regulated industries should review their disclosure practices and ensure that public statements regarding FDA-regulated products, clinical trials, regulatory approvals, and related matters are accurate, complete, and consistent with information provided to the FDA. Companies should also be aware that non-public information shared with either agency may now be more readily accessible to the other in connection with filing reviews and enforcement actions.

Last week, the Securities and Exchange Commission (“SEC”) submitted three draft proposed rules to the White House’s Office of Information and Regulatory Affairs (“OIRA”) for review. The rulemaking proposals include:  (1) Executive Compensation Disclosure Reform; (2) Proxy Solicitation Modernization; and (3) Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.

Executive Compensation Disclosure Reform

As disclosed in its Reg Flex Agenda, the SEC is considering proposed rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements.  In June 2025, the SEC hosted its Executive Compensation Roundtable (the “Roundtable”), during which several SEC Commissioners signaled interest in simplifying the existing disclosure framework and refocusing it on information most material to investors.  Commissioners questioned whether aspects of the current regime have become overly complex and burdensome.  Specific areas identified for potential reconsideration included the CEO pay ratio, pay-versus-performance disclosures, clawback requirements, and the treatment of executive perquisites, including personal-security costs.  The discussion also highlighted the broader question of whether some existing requirements provide investors with decision-useful information commensurate with their compliance costs.  See our summary of the Roundtable.  In connection with the Roundtable, the SEC invited public comment on executive compensation disclosure reform–94 comment letters and 1,031 form comment letters were submitted.

Shareholder Proposal Modernization and Amendments to Certain Proxy Rules

The SEC is considering amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, with the goal of reducing costs and compliance burdens.  The SEC is also considering amendments to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to reduce compliance burdens for registrants and account for developments since the rule was last amended.  The OIRA submission follows other recent developments involving the SEC’s handling of the shareholder proposal process.  On August 14, 2026, the SEC’s Division of Corporation Finance announced that it would no longer respond to requests from companies seeking to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8, including requests under Rule 14a-8(i)(1), until further notice.

OIRA review may take up to 90 days but, although the review period may be extended, for SEC proposals review has generally been shorter. While the proposals are under OIRA review, their contents are not publicly available. We will review each proposal on this blog once it becomes publicly available.

Every entity and individual that maintains an EDGAR filer account, including public companies and Section 16 reporting persons (officers, directors, and 10%+ beneficial owners), is subject to the Annual EDGAR Confirmation requirement.  The process is straightforward, but failing to complete it can cause headaches.  Once a year, each filer must log into its Filer Management dashboard and confirm the following:

  1. User authorization is current.  All individuals and entities listed on the account, including users, account administrators, technical administrators, and delegated entities (such as filing agents), are still authorized to act on the filer’s behalf.
  2. Filer information is accurate.  The company information reflected on the dashboard is up to date.

The annual confirmation is a security measure designed to ensure that former employees, outdated vendor relationships, and other unauthorized parties do not retain access to your company’s EDGAR filing capabilities.

When Is It Due?

Each filer account is assigned an ongoing quarterly deadline:  March 31, June 30, September 30, or December 31 (or the next business day if that date falls on a weekend or holiday).  The specific due date is displayed on the filer’s Filer Management dashboard. EDGAR will send reminder emails and dashboard notifications beginning six weeks before the deadline.  Filing agents and other delegated entities can also check client filers’ confirmation due dates through the View Filer Account Information API.  Any one of your company’s account administrators can complete the annual confirmation.  No board resolution or committee action is required.  A single authorized account administrator may log in and complete the confirmation process.

Can You Confirm Early?

Yes!  Account administrators may confirm before the deadline, even in an earlier quarter.  When early confirmation is submitted, the deadline resets to one year after the end of the quarter in which the early confirmation occurred.  For example, suppose the filer’s deadline is December 31. If an account administrator submits the confirmation in August, the new deadline becomes September 30 of the following year.

What Happens If You Miss the Deadline?

  • 3-month grace period.  After the deadline passes, the filer retains three months of continued full EDGAR access.  During this window, the system sends daily reminders urging completion of the confirmation.
  • Account deactivation.  If the grace period expires without confirmation, the filer’s account is deactivated.  No one at the company, and no filing agent acting on the company’s behalf, will be able to submit filings through EDGAR.
  • Reactivation requires a new application.  To regain access, the company must re-apply by submitting a new Form ID.  If approved, the filer retains its existing CIK number and filing history, but all prior user authorizations and delegated entity relationships are voided and must be reestablished.

Summary

The annual confirmation takes only a few minutes and prevents a potentially disruptive account lockout.  We recommend (i) adding a recurring calendar reminder several weeks before the deadline; (ii) confirming that at least one (and ideally more than one) account administrator is familiar with the confirmation process; (iii) considering an early confirmation if it aligns better with your team’s workflow.  For companies that coordinate Section 16 filings on behalf of insiders, consider confirming that those individual accounts are up to date as well.

If you have questions about your company’s EDGAR account setup or need assistance identifying your confirmation deadline, please do not hesitate to contact our Mayer Brown team.

On August 21, 2026, the Securities and Exchange Commission (“SEC”) announced that the filing fee rate for securities registration will be decreasing from $138.10 per million dollars to $87.00 per million dollars, effective October 1, 2026.  This is the second consecutive year that the filing fee has decreased in recent years.

The SEC filing fee rates are established each year to levels that the SEC budgets will generate collections equal to statutory target amounts, calculated using a methodology developed in consultation with the Congressional Budget Office and the Office of Management and Budget. The SEC determined the statutory target amount for fiscal year 2027 to be $919,148,792 by adjusting the fiscal year 2026 target collection amount of $887,800,554 for the rate of inflation.

Under the Dodd-Frank Act, the annual rate changes must take effect on the first day of each fiscal year. Therefore, effective October 1, 2026, the Section 6(b) fee rate applicable to the registration of securities under the Securities Act of 1933, the Section 13(e) fee rate applicable to the repurchase of securities under the Securities Exchange Act of 1934 (the “Exchange Act”), and the Section 14(g) fee rate applicable to proxy solicitations and specified tender offers under the Exchange Act will decrease to $87.00 per million dollars. 

Statutory YearFiling Fee Rate
2023$110.20 per million dollars
2024$147.60 per million dollars
2025$153.10 per million dollars
2026$138.10 per million dollars
2027 (effective 10/1/2026)$87.00 per million dollars