The US Securities and Exchange Commission has proposed scrapping Rule 14a-8, the decades-old provision that allows qualifying investors to include their own proposals in a company’s proxy statement for a shareholder vote. In a release issued on 16 September 2026, the Commission said the rule goes beyond the powers Congress granted it and encroaches on matters that belong to state law, and it laid out separate policy reasons for wanting it gone.
The move came as part of two proposed releases on the agency’s proxy rules under the Securities Exchange Act of 1934. Alongside the proposed rescission, the SEC put forward changes to how companies and shareholders communicate around annual meetings, in an effort to bring the proxy process in line with current market practice and technology. The rulemaking agenda under Chairman Atkins has moved on several fronts at once, including a proposed Regulation Crypto Assets regime for token fundraising.
Why the SEC wants Rule 14a-8 gone
In the Commission’s telling, the case for keeping the rule has thinned over time. Some of the reasons originally offered for adopting it, the SEC said, were never borne out once the rule was operating, while others simply matter less in today’s market. The agency also flagged a side effect it now views as counterproductive: by implying that federal rules had occupied the field, the provision may have deterred states from writing shareholder-proposal laws of their own.
SEC Chairman Paul S. Atkins said in a statement:
"The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into state corporate law when applying the federal securities laws. Second, updating the Commission's rules to reflect developments in market practice and technology, and other innovations, since the rules' adoption or last amendment."
Paul S. Atkins, Chairman, US Securities and Exchange Commission
He added that he looked forward to receiving and reviewing public feedback on both proposals.
A wider overhaul of the proxy process
The second proposed release goes after the plumbing of proxy solicitation. Pointing to how far technology and shareholder communications have advanced, the SEC outlined a handful of practical changes. Among the changes, companies would be relieved of the requirement to deliver an annual report to their security holders. The Notice of Exempt Solicitation, the filing used by those who run exempt proxy solicitations, would be retired altogether, with neither an obligation nor an option to submit one. And the floor for a broker search would drop steeply, from 20 business days to just five.
The agency also reopened Rule 14a-4(c). The amendment floated there is about who holds the reins on certain votes: companies would gain a little more room to manoeuvre, and shareholders a firmer hand, on proposals where a company asks to vote proxies at its own discretion.
What it means for compliance and governance teams
If Rule 14a-8 is rescinded, the well-worn process of receiving, reviewing and, where permitted, excluding shareholder proposals under the federal no-action framework would fall away.
The solicitation changes cut in a more operational direction. A shorter broker search window and the removal of the annual-report delivery mandate would compress and simplify parts of the proxy timetable, with knock-on effects for the vendors, transfer agents and disclosure-management systems that run proxy season. For RegTech and disclosure-technology providers, a modernised, more digital-first proxy regime is both an adjustment and an opening.
None of this is settled. Both proposals are out for public comment for 60 days after they are published in the Federal Register, and the final shape of any rules will depend on the feedback the Commission receives and the votes that follow. The Commission's recent record is a reminder that a proposal is not an outcome: it shelved its planned move on a crypto offering regime without setting a new date.
