SEC proposes rescinding Rule 14a-8 shareholder proposal rule and overhauling proxy solicitation

On Sept. 16, 2026, the SEC proposed rescinding Rule 14a-8, the shareholder proposal rule, stating in its release that the rule exceeds the scope of the Commission's statutory authority and intrudes on state corporate law. The package would also amend Rule 14a-4(c) on discretionary proxy voting authority, eliminate annual report delivery requirements and Notices of Exempt Solicitation, and cut the broker search period from 20 to 5 business days. Comments are due 60 days after Federal Register publication.

Why it matters. If adopted, the proposal would remove the federal route shareholders use to put proposals on company proxies, changing governance activism and related litigation strategy.