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(Article from Registered Funds Regulatory Update, January 2026)

For more information, please visit the Registered Funds Resource Center.

On November 17, 2025, the SEC’s Division of Corporation Finance announced that during the 2025–2026 proxy season, due to resource constraints following the government shutdown and the breadth of existing guidance issued by the SEC Staff, the Staff will not respond to no-action requests or express views on companies’ intending to rely on Rule 14a-8 under the Exchange Act for exclusion of shareholder proposals in their proxy materials, except for requests related to state-law based exclusions under Rule 14a-8(i)(1). Pursuant to the statement:

• Notification of exclusion is still required. Companies seeking to exclude proposals submitted pursuant to Rule 14a-8 will still be required to notify the Staff and proponents under Rule 14a-8(j) no later than 80 days before filing their definitive proxy statement. That said, the Staff will not be providing substantive feedback on those notifications.
• Companies can voluntarily seek a formal response from SEC Staff. To the extent a registrant desires to receive a formal response from the Staff for any proposal that it intends to exclude, the statement indicates that such companies or their counsel should include as part of their Rule 14a-8(j) notification an unqualified representation that the company has a reasonable basis to exclude the proposal under the rule, prior guidance or judicial decisions. In such cases, the Staff will respond with a letter stating it will not object to the exclusion without assessing the validity of the basis itself.
  • Importantly, the statement asserts that prior Staff responses to no-action requests are not binding and any prior negative response to a request for no-action relief would not preclude a company from forming a reasonable basis to exclude a proposal based on similar grounds.
• Approach applies for the duration of the 2025–2026 proxy season. According to the statement, this updated approach applies to the current proxy season (October 1, 2025 – September 30, 2026) and any pending no-action requests submitted before the government shutdown on October 1, 2025. Companies that have already submitted such requests and wish to receive a formal response must now include the required representation to trigger a reply from the Staff.

The Staff of the Division of Investment Management is responsible for responding to Rule 14a-8 requests for investment companies and will follow a substantially similar process.

SEC Statement, Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season (Nov. 17, 2025), available at:
https://www.sec.gov/newsroom/speeches-statements/statement-regarding-division-corporation-finances-role-exchange-act-rule-14a-8-process-current-proxy-season.