The Shareholder Rights Group, a shareholder rights advocacy group, recently published an initial report on the 2026 shareholder proposal season, titled “Shareholder Proposals and Corporate Governance in a Season of Regulatory Uncertainty.”  The report touches on the regulatory backdrop that set the stage for the unusual proxy season (read about it here, here and here) and analyzes the substance of a number of proposals that companies determined to exclude under Exchange Act Rule 14a-8.  In addition, the report explores questions regarding how the Securities and Exchange Commission (the “SEC”) Staff’s decision not to provide substantive guidance on the application of Rule 14a-8 to shareholder proposals in 2026 impacted the ability of shareholders to raise material questions with companies, and how it impacted the behavior of companies following receipt of proposals.  Some interesting high level conclusions include:

  • In the 2026 proxy season, shareholders filed approximately 20% fewer proposals than in 2025, while companies filed over 100 fewer exclusion notices with the SEC.  However, proposals were excluded by companies at a similar rate to 2025, in proportion to the number of proposals filed; however, “the data suggests companies exercised more caution in omitting proposals” than in 2025.
  • One of the biggest hurdles seemingly faced by shareholder proposal proponents in 2026 was the use of the Rule 14a-8 process to exclude proposals on novel or emerging issues, such as immigration policy, or proposals that were substantially revised in response to SEC Staff comments in the previous proxy season.  In these situations, companies relied on Rule 14a-8 (and, notably, the ordinary business exemption thereunder) to exclude proposals for which there was no clear precedent, and thus questions exist as to whether the Staff would have reached a different conclusion were it to have conducted a substantive analysis. 
  • Another hurdle faced by proposal proponents was the expansion of previous Staff determinations to proposals on similar, but not identical, topics.  For example, the report noted that some companies relied on the Staff’s prior decisions with respect to lobbying disclosure proposals to justify excluding proposals addressing corporate political contributions, which, in the opinion of the report’s authors, “represents an aggressive extension of the [prior] decision contrary to decades of staff determinations.”

Despite these challenges, the report noted that several companies continued to engage with shareholders in a proactive manner, while others included proposals in their proxy statements for which there might have been a basis to exclude, or withdrew requests to exclude and subsequently included the proposal in question in their proxy statement.  In other words, despite the SEC’s lack of guidance, companies generally do not appear to have viewed this proxy season as a time to unilaterally override their shareholders and continued to engage proactively, keeping an open dialogue for the benefit of all parties.

On the opposite end of the spectrum, the report notes that some proponents turned to litigation following the exclusion of their proposals.  To date, six lawsuits have been filed by shareholder proposal proponents; three of which have settled with the proposal being included in the proxy statement.  As the report noted, “litigation is slower, more expensive, and far less accessible than the SEC’s longstanding administrative process.”  Only proponents with deep “war chests” have the ability to pursue litigation, limiting the ability of small shareholders to respond with their proposals are excluded.  While some shareholders have found alternate ways of protesting exclusions—for example, by organizing “vote no” campaigns for director elections, these options are also likely of limited use to many smaller investors.

The report closes with five recommendations for shareholder proposals and the Rule 14a-8 process going forward, including (i) preserving Rule 14a-8 as a communication mechanism between shareholders and management, (ii) restoring the substantive review of Rule 14a-8 requests to exclude shareholder proposals, (iii) eliminating “no-objection” letters based solely on the company’s opinion that a proposal can be excluded, (iv) providing more clear, objective SEC Staff guidance addressing reasons a proposals may be excluded under Rule 14a-8, and (v) protecting smaller shareholders’ ability to submit material proposals and make their views heard by management.  Finally, the authors shared a word of caution, “if Rule 14a-8 is allowed to function only at the discretion of issuers, or only when proponents can afford to litigate, the result will be a system that no longer serves its essential purpose. A functioning shareholder proposal process is not a peripheral feature of U.S. corporate governance. Preserving it is essential to safeguarding accountability, transparency, and responsible governance in U.S. public markets.”

Read the report here.

On May 5, 2026, the U.S Securities and Exchange Commission (the “SEC”) published a long-awaited release (the “Proposing Release”) proposing changes to certain rules which, if adopted, will allow (but not require) registrants to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Proposing Release also includes proposed amendments to the Regulation S-X financial statement requirements to simplify and synchronize the age of financial statement requirements.  In the Proposing Release, which contains almost sixty comment requests, the SEC stressed the importance of regulatory flexibility, and of allowing registrants to determine the Exchange Act reporting frequency that works best for their own circumstances, taking into account the costs of quarterly reporting, stage of business development, industry practice, and investor expectations, among other factors.  It seems clear that the SEC hopes this approach will balance its investor protection responsibilities with its goal of encouraging more registrants to become, and remain, public companies.

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Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial statement requirements.

Generally, U.S. public companies are required to file quarterly reports on Form 10-Q, with certain exceptions for foreign private issuers and investment companies.  If adopted, the amendments would allow public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q.  Companies that elect semiannual reporting would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report.  Companies that do not choose to become semiannual filers would continue to file quarterly reports on Form 10-Q.  In his statement, Chair Atkins noted that, “[i]n determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections.”

New Form 10-S, as proposed, would require the same narrative disclosures and financial information as Form 10-Q but would cover a six-month period instead of a fiscal quarter.  The financial statements for a semiannual period would be required to be prepared in accordance with United States generally accepted accounting principles and reviewed by an auditor (but not required to be audited).  For semiannual filers, Form 10-S would be due 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year.

Related proposed amendments to Regulation S-X would revise the rules governing financial statement requirements in periodic reports, registration statements, and proxy statements to accommodate the new framework.  Among other things, the amendments would update the requirements governing the age of financial statements so that registration statements filed by semiannual filers would not be deemed to contain “stale” financials.  The amendments would also consolidate and simplify the rules governing the age of financial statements into a single rule.  The proposal would also amend Exchange Act Rules 13a-10 and 15d-10, which govern the requirements for transition reports when a company changes its fiscal year, to account for the optional semiannual reporting framework. In addition, the proposal would make conforming technical amendments to various rules and forms that currently reference quarterly reporting.

The public comment period will remain open for 60 days after the date of publication of the proposing release in the Federal Register.  Read the SEC’s press release, fact sheet and proposing release.

Read our Legal Update.

Guest post by The Society for Corporate Governance

Crisis management is a vital organizational function, enabling resilience and mitigation against potential adverse implications associated with disruptive events such as financial instability, cyberthreats, operational breakdowns, and reputational harm— any of which may jeopardize ongoing operations and an organization’s long-term viability. The board of directors plays a crucial role in this area by providing strategic oversight, establishing governance frameworks, and making informed decisions that are important, particularly in today’s increasingly complex risk landscape.

This Board Practices Quarterly, published by Deloitte and the Society for Corporate Governance, is based on a recent survey of members of the Society for Corporate Governance representing public and private companies. The survey, fielded in Q4 2025, examined organizational crisis preparedness and governance, including topics such as crisis plan formalization, types of crises addressed in the plan, management functions that participate in crisis teams, and the role of the board of directors.

Read more: Board Practices Quarterly: Crisis management and the board

On April 15, 2026, the US Department of Labor (“DOL”) issued Technical Release 2026-01 , which provides guidance on the “application of ERISA’s fiduciary requirements and preemption provisions to proxy advisory services.” The Technical Release follows President Donald Trump’s December 2025 Executive Order, which directed DOL to update its regulations and guidance regarding proxy advisors and proxy voting with respect to ERISA-governed plans. As described more fully below, the Technical Release explains DOL’s views on (1) when a proxy advisory firm is a functional or investment advice fiduciary under ERISA, and (2) when a state law regulating proxy advisory firms is preempted by ERISA.

The bottom line, as DOL emphasizes in its accompanying News Release, is that DOL believes “proxy advisory firms commonly engage in business practices that meet the test for being investment advice fiduciaries” and also “regularly fit the definition of functional fiduciaries” under ERISA. Accordingly, proxy advisors, plan sponsors, and plan fiduciaries should ensure they are engaging in a prudent process and acting in the best interests of their plan participants when voting the shares of ERISA-governed plans.

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Previously, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) stated in a no-action letter to an Israeli foreign private issuer (a “FPI”)that, in light of the ongoing conflict in the Middle East, it would not recommend enforcement action to the SEC if the directors and officers of such FPI do not file the beneficial ownership reports required by Exchange Act Section 16(a) until April 20, 2026 (see our previous post here).  Today, April 17, the Division agreed to extend this relief until May 29, 2026, in light of the continued volatile situation in and around Israel. 

Much like in its initial letter, the company’s incoming letter highlights the challenges of beginning to timely comply with Section 16(a) beneficial ownership reporting requirements in light of the challenging military environment, including the war among Israel, Lebanon and Hezbollah, and related issues such as intermittent loss of power, internet and other communications tools. The letter also highlights challenges in accessing legal and compliance services, like notary services, which are required to begin filing Section 16(a) reports. 

Just like the Division’s original relief, this no-action position extends to directors and officers of other FPIs organized and headquartered in Israel and other foreign jurisdictions impacted by the ongoing conflict in the Middle East, as long as such FPIs “can represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.”  

Read the Division’s letter here.

On April 8, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) agreed that it would not object to a foreign issuer’s use of “notice and access” pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to furnish proxy materials, even though the issuer is unable to comply with the timing requirements of the Rule due to conflicting local law requirements.  The foreign issuer agreed to comply with certain conditions in connection with its reliance on Rule 14a-16, as detailed below. 

Elastic, N.V. (the “Company”) is a private limited liability company incorporated under Dutch law, and is subject to Exchange Act reporting requirements applicable to U.S. domestic companies because it does not meet the requirements to be a foreign private issuer under Exchange Act Rule 3b-4(c).  Specifically relevant here, the Company is subject to the proxy rules in Regulation 14A in connection with shareholder meetings.  Exchange Act Rule 14a-3 requires that a company furnish proxy materials to its shareholders either concurrently with, or prior to, the solicitation of their vote at a shareholder meeting; Rule 14a-16 permits companies to meet this requirement by furnishing shareholders with a Notice of Internet Availability of Proxy Material (the “Notice”) at least 40 calendar days before the meeting, instead of providing printed proxy materials.  However, under Dutch law, the record date for determining the shareholders entitled to attend and vote at any such meeting is set 28 days before the meeting.  This means that the Company will not have a list of shareholders entitled to notice of a meeting subsequent to the 40th calendar day before the meeting, as required to take advantage of “notice and access” pursuant to Rule 14a-16.

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Event | April 28, 2026
2:00 p.m. – 5:30 p.m. ET
Register here.

On April 28, Mayer Brown partner Jennifer Zepralka will join the John L. Weinberg Center for Corporate Governance’s program titled “Shareholder Proposals at the Crossroads: Boards, ESG, and the future of SEC Rule 14a-8.” 

As the proxy season winds down, this program will offer one of the first forums to tally the results and consider what the year’s shareholder proposals and ESG debates signal for boards.

The panel focuses on practical insights for directors and their advisors dealing with ESG and shareholder proposals in today’s environment. Panelists will discuss how boards have been addressing ESG issues and how directors, companies, and proponents have approached Rule 14a-8 during the current proxy season.

Learn more about the Weinberg Center for Corporate Governance here.

Webinar | April 16, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As part of our Getting on Board series, join us for a book talk with Sir John Kay on the current state of corporations, how things have changed and what the future holds.

The Corporation in the 21st Century is a radical reappraisal of the nature and activities of business—what it is for and how it works.  The book was named a “Best Book of 2025” by The Economist and shortlisted for the 2024 Financial Times and Schroders Business “Book of the Year” Award.

During this discussion, Sir John Kay will discuss key themes from his book, including:

  • Forces shaping modern corporations: geopolitics and technology
  • Capital as a service
  • Artificial Intelligence and corporations
  • How directors, other corporate stewards and advisers should think about corporations and these differences and their duties

Sir John Kay is a noted economist whose career has spanned the academic world, business and finance, and public affairs. He has held chairs at LBS, Oxford and LSE, and is a Fellow of St John’s College, Oxford.

The Delaware Supreme Court has affirmed that unreasonable restrictive covenants remain invalid, even if the party seeking to enforce them asserts a claim only for monetary damages and not injunctive relief. This Legal Update discusses implications for buyers in M&A deals, including the court’s comparison of traditional restrictive covenants to “forfeiture-for-competition” provisions.

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