Shareholder Proposal Rule

Subscribe to Shareholder Proposal Rule via RSS

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…

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)…

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…

Taking a step that many in the securities regulatory world predicted, on August 14, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced it would no longer respond to requests from companies to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8 (including Rule 14a-8(i)(1)), until further…

The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes…

The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8) through a new survey.

Recent remarks from the Chairman of the U.S. Securities and Exchange Commission…

10-K and Disclosure TrendsProxy Statement and Annual Meeting Preparation
Webinar | November 10, 2025
12:00 p.m. – 1:00 p.m. EDT
Register here.

The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and
…

Bloomberg Law has published Larry Cunningham’s opinion piece on this high-visibility lawsuit.

Exxon Mobil Corp. recently attracted significant attention after suing two climate activists who sent a shareholder proposal asking that the company set stringent targets to slash its greenhouse gas emissions and those of its customers. 

If implemented, the proposal would effectively place a…

Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…

The stated purpose of the Pileggi Lecture is to create an opportunity for those “distinguished” in corporate law and governance to address those “most responsible for shaping it:” the Delaware bench and bar. The message I’d like to share is: you are doing an excellent job, and please keep it up. A few takeaways upfront:…