SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers

On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety.

If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer’s governing documents would determine whether and when shareholder proposals must be included.

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