Shareholder Proposals

Nov. 21, 2019

Companies intending to exclude shareholder proposals from their proxy materials must notify the Commission and provide the information required by Exchange Act Rule 14a-8(j) no later than 80 calendar days before filing their definitive proxy materials.

Historically, most Rule 14a-8(j) notifications took the form of no-action requests where companies asked the Division of Corporation Finance to state its informal, non-binding views on whether it concurred that there was a legal basis to exclude shareholder proposals from their proxy materials under Rule 14a-8. On November 17, 2025, the Division announced that during the 2025-2026 proxy season it will not respond to no-action requests related to any basis for exclusion other than Rule 14a-8(i)(1). The Division will continue to respond to Rule 14a-8(i)(1) no-action requests until such time as it determines that there is sufficient guidance available to assist companies and proponents in their decision-making process.

The Division also will respond to Rule 14a-8(j) notifications when a company or its counsel includes, as part of the notification, an unqualified representation that the company has a reasonable basis to exclude the proposal.

Important Reminders

All incoming requests and supplemental correspondence must be submitted to the Division using our online Shareholder Proposal Form.

Prior Seasons

Materials relating to no-action responses issued under Rule 14a-8 from prior shareholder proposal seasons.

Reference Materials

Contact Information

Division of Corporation Finance: For questions related to shareholder proposals submitted to operating companies, contact the Division of Corporation Finance’s Office of Chief Counsel at shareholderproposals@sec.gov or 202-551-3500. 

Division of Investment Management: For questions related to shareholder proposals submitted to investment companies (e.g., mutual funds), please contact the Division of Investment Management’s Disclosure Review Office at IMshareholderproposals@sec.gov or 202-551-6921.

Last Reviewed or Updated: Nov. 25, 2025