• The U.S. Securities and Exchange Commission has issued two proposals that, if adopted, would significantly reshape the federal proxy framework, including by rescinding Rule 14a-8, amending Rule 14a-4 and modernizing several other proxy solicitation requirements.
• In this Debevoise In Depth, we discuss the key provisions of the proposals, which SEC Chair Paul Atkins described as advancing two priorities: avoiding improper federal intrusion into state corporate law and updating the proxy rules to reflect current market practice, technology and shareholder communications.

On September 16, 2026, the U.S. Securities and Exchange Commission (the “Commission”) proposed two changes that, if adopted, would significantly reshape the federal proxy framework. One proposal would rescind Rule 14a-8 under the Exchange Act of 1934 (the “Exchange Act”) and amend Rule 14a-4 thereunder to expand companies’ discretionary voting authority for certain shareholder proposals presented outside the company’s proxy materials. A separate proposal would modernize several proxy solicitation rules, including requirements relating to annual reports to security holders, incorporation by reference, notices of exempt solicitation and broker searches.

Chair Paul Atkins described the proposals as advancing two priorities: ensuring that the Commission does not improperly intrude into state corporate law and updating the proxy rules to reflect current market practice, technology and shareholder communications.

Rule 14a-8 and the Proposed Rescission

Rule 14a-8 provides a framework under which a public company shareholder can request that a proposal be included in a company’s proxy statement, to be voted upon at a company’s annual meeting. A company subject to Section 14A of the Exchange Act must include a shareholder proposal in its proxy statement for a shareholder meeting if the proposal complies with the procedural and eligibility requirements of Rule 14a-8, unless the company can exclude the proposal on one of 13 substantive bases. 

The Commission is proposing to rescind Rule 14a-8 in its entirety. If the rule is rescinded, state law—and, where permitted by state law, the company’s governing documents—would determine whether a proposal must be included in the company’s proxy materials. We are not aware of any current state corporation statute that would require a company to include a shareholder proposal in its proxy statement.

The Commission’s principal rationale for rescinding Rule 14a-8 is that it exceeds the authority granted by Section 14(a) of the Exchange Act. In the proposing release, the Commission distinguished regulation of the proxy solicitation process—including the form of solicitation and disclosure provided to shareholders—from regulation of the substantive scope of matters shareholders are entitled to present for a vote. In the Commission’s view, the latter is a matter of state corporate law absent express congressional authorization. The Commission also argued that Rule 14a-8 has evolved from a mechanism intended to facilitate state law voting rights into a substantive federal overlay that can determine which shareholder proposals must be included in, or may be excluded from, company proxy materials. The Commission cited other policy reasons for the proposed rescission, including the costs and volume of shareholder proposals, the relatively small proportion receiving majority support, the increased availability of alternative solicitation and engagement channels and the use of Rule 14a-8 as leverage in private negotiations.

Returning to State Law and Private Ordering

If Rule 14a-8 is rescinded, the shareholder proposal process could vary materially by jurisdiction and by company. State legislatures and courts would play a more direct role in defining shareholder proposal rights and companies could have greater scope, where authorized by applicable state law, to address proposal procedures and standards in their charters and bylaws.

The Commission noted that state law is not settled in this area. For example, the Delaware General Corporation Law does not expressly address whether shareholders have a general right to present precatory proposals. Texas law likewise does not resolve the question of whether shareholders have a general right to present precatory proposals despite recent amendments to Section 21.373 of the Texas Business Organizations Code permitting eligible publicly traded companies that affirmatively opt in to impose specified ownership, holding-period and solicitation requirements on shareholders seeking to submit proposals for a shareholder vote. As noted above, no state currently appears to require companies to include shareholder proposals in the company’s proxy statement, even if they could be properly presented at a meeting of shareholders.

The Commission observed that, during the more than 80 years in which Rule 14a-8 has provided a federal framework, states generally have had little occasion or incentive to develop shareholder proposal regimes of their own. Rescission could create greater opportunity for states—and, where permitted by state law, individual companies—to develop different approaches, potentially adding a new dimension to the competition among Delaware, Texas, Nevada and other states for corporate domiciles. Texas’s recent legislation provides an early example of this potential differentiation, although it does not address access to the company’s proxy statement.

The Commission emphasized that rescission of Rule 14a-8 would not eliminate federal regulation of shareholder proposals included in company proxy materials. Any proposal included pursuant to state law or a company’s governing documents would remain subject to the federal proxy rules governing the solicitation and related disclosure.

Proposed Amendments to Rule 14a-4

Rule 14a-4 governs the form of proxy used to authorize another person to vote a shareholder’s shares and, among other things, the voting authority that may be conferred through a company’s proxy card. In particular, Rule 14a-4(c) addresses when a company may use proxies it receives from shareholders to exercise discretionary voting authority on a matter that will be presented at a shareholder meeting but is not included on the company’s proxy card. In those circumstances, rather than receiving voting instructions from the shareholder on the particular matter, the company determines how to vote the shares represented by the proxy. Under current proxy rules, a company may exercise discretionary voting authority with respect to certain shareholder proposals submitted outside the Rule 14a-8 process. For a proposal of which the company has received timely notice, such authority is subject to certain conditions and may be unavailable if the proponent undertakes its own solicitation.

The Commission proposes to amend Rule 14a-4(c)(2) to no longer prohibit a company from exercising discretionary voting authority with respect to timely received shareholder proposals submitted outside the Rule 14a-8 process, regardless of whether the shareholder proponent delivers its own proxy materials to holders of the requisite percentage of the company’s shares necessary to carry the proposal. Under the proposed amendments, a company would be able to exercise discretionary voting authority with respect to timely received shareholder proposals if it includes (i) in the proxy statement, a brief description of the matter and how the company intends to exercise its discretionary authority; (ii) on the proxy card, a cross-reference to the location of this disclosure in the proxy statement; and (iii) on the proxy card, a box that, if checked by a shareholder, would prevent the company from exercising discretionary voting authority with respect to that shareholder’s shares.

Proxy Solicitation Modernization Proposal

In a separate proposal, the Commission proposed changes intended to update proxy solicitation rules to reflect technological developments and current market practices. The principal proposed changes would:

• Annual reports to shareholders. Eliminate the requirement under Rule 14a-3 to deliver a separate annual report to shareholders in connection with certain meetings at which directors are elected where the company has already filed its Form 10-K for the most recent fiscal year. A company that has not filed its Form 10-K could instead satisfy the requirement by furnishing a qualifying annual report on EDGAR.

• Item 201(e) stock performance graph. Eliminate the Item 201(e) stock performance graph requirement for registrants other than investment companies. The graph, which is currently required in the annual report to shareholders, compares a registrant’s cumulative total shareholder return over a five-year period against a broad equity market index and an industry, line-of-business, or selected peer-company index. The Commission stated that the requirement has become outdated given the widespread availability of comparable stock performance information.

• Timing for materials incorporating information by reference. Eliminate the requirement that certain proxy statements and prospectuses on Forms S-4 and F-4, be sent to shareholders at least 20 business days before the shareholder meeting when they incorporate specified information by reference. The Commission views the minimum delivery period as no longer necessary because documents incorporated by reference are now generally available to investors on EDGAR without charge.

• Notices of Exempt Solicitation. Rescind Rule 14a-6(g), which requires a shareholder beneficially owning more than $5 million of a company’s securities to file a Notice of Exempt Solicitation with the Commission when the shareholder conducts certain nonpublic written solicitations without seeking the authority to vote other shareholders’ shares. The Commission noted that the vast majority of notices submitted in recent years have been voluntary—including approximately 80% of notices in 2025—and that shareholders have alternative means of publicizing exempt solicitations and registrants often learn of them through other channels.

• Broker searches. Shorten the minimum period under Rule 14a-13 for a company to conduct a broker search—the process by which the company asks brokers, banks and other record holders how many proxy materials they will need to distribute to beneficial owners—from 20 business days to five business days before the record date. The Commission states that technological developments have substantially accelerated this process and that broker searches can now often be completed in as few as three days.

• Contact information. Require the cover pages of proxy statements and information statements to identify a representative who can respond to questions or comments regarding the filing and provide that representative’s name, address and telephone number. The Commission stated that the requirement is intended to facilitate communication between Commission staff and filers.

Requests for Comment

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.