Division of Corporation Finance ends Rule 14a-8 no-action letter practice entirely

Alert

19 August 2026

2 min read

The US Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Division”) has announced that it will discontinue responding to Rule 14a-8 no-action requests entirely, effective immediately, further broadening the approach it had announced on November 17, 2025 for the 2025–2026 proxy season.¹

Background

Under the November 2025 approach, the Division had said it would not respond substantively to Rule 14a-8 no-action requests except requests under Rule 14a-8(i)(1), which addresses whether proposals are permissible under applicable state law. However, under this guidance, companies could still a request a “no objection” response from the Staff to a no-action request (other than under Rule 14a-8(i)(1)) if the company included, as part of its notification to the Staff, an "unqualified representation" that the company has a reasonable basis to exclude the proposal under Rule 14a-8.²

What’s changed

The Division will now decline to respond to any no-action requests under any basis, including Rule 14a-8(i)(1), and will no longer issue letters stating it will not object to a company omitting a proposal in response to Rule 14a-8(j) notices. The Division cited a need to focus its resources on statutorily required Securities Act and Exchange Act filing reviews, and noted that the SEC has long recognized that no response from the Commission or its staff is required for Rule 14a-8(j) notices.³

Companies must still file Rule 14a-8(j) notices with the required information when they intend to exclude a shareholder proposal, using the online Shareholder Proposal Form. The Division's shareholder proposal email address is no longer functional, and all correspondence should go through the Shareholder Proposal Form.⁴

Practical takeaway

This guidance comes at a time when public companies are awaiting potential proposed rulemaking that could significantly change the Rule 14a-8 landscape. In the interim, companies seeking to exclude a shareholder proposal from their proxy materials will still be able to submit Rule 14-8(j) notices in order to exclude proposals under Rule 14a-8, but the onus will be placed on companies to validate their exclusion decisions based on the extensive body of publicly available guidance from the Staff.

The following White & Case attorneys authored this alert: Maia Gez, Scott Levi and Danielle Herrick.

^{1 The SEC’s statement is available here:}^{SEC.gov | Updated Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process}^{.
2 For more information, see our prior alert, “}^{Public companies in uncharted territory following SEC announcement it will step back from responses on most shareholder proposal no-action requests}^{.”
3 The Division of Investment Management, which handles Rule 14a-8 matters for investment companies, will take a substantially similar approach.
4 The Shareholder Proposal Form portal is available}^here^{. The portal allows for the submission of no-action requests and supplemental information}

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}