SEC to Cease Responding to No-Action Requests on Rule 14a-8 Shareholder Proposal Exclusions

The SEC’s Division of Corporation Finance (the Division) has announced that it will discontinue responding to Rule 14a-8 no-action requests entirely unless and until it announces otherwise. The Division also indicated that it will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials (a No Objection Letter). In its announcement, the Division confirmed that companies will continue to be required to submit notices to the SEC containing the information required by Rule 14a-8(j) when they intend to exclude shareholder proposals from their proxy materials. As you may recall, in November 2025, the Division issued a statement that, for the 2025-26 annual meeting season, it would only respond to no-action requests seeking to exclude proposals under Rule 14a-8(i)(1) (not a proper subject for action by shareholders under state law). The Division also stated at that time that it would issue No Objection Letters. The new announcement ends both of those practices. 

As laid out in an SEC notice of a new rule proposal, the New York Stock Exchange (NYSE) is seeking to extend the transition period for newly public companies to have in place an internal audit function from one year after listing to five years from that date. In articulating the purpose of the proposed rule, the NYSE cites concerns newly public companies have raised about competing business and regulatory obligations that require management’s attention and the challenges of building an internal audit function to assess a company’s internal control environment while a company is still in its early stages and continuing to grow. The proposed rule is subject to SEC approval within 45 days after publication in the Federal Register. 

On August 21, the SEC posted a Fee Rate Advisory announcing that, effective Thursday, October 1, 2026, the fees that public companies and other issuers are required to pay to register securities will decrease from $138.10 per million dollars to $87.00 per million dollars. The new fee rate will apply to the registration of securities under Section 6(b) of the Securities Act of 1933, the repurchase of securities under Section 13(e) of the Securities Exchange Act of 1934, and proxy solicitations and specified tender offers under Section 14(g) of the Securities Exchange Act of 1934.

On August 18, the SEC announced a set of proposed new rules, entitled “Regulation Crypto Assets,” designed to implement a new offering regime for qualifying investment contracts involving crypto assets. The new rules would institute two exemptions from the registration requirements of section 5 of the Securities Act of 1933 for such contracts. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during a 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. As highlighted in a statement issued by SEC Chairman Paul Atkins, the proposed rules include an “investment contract safe harbor” that addresses rules laid out in the Supreme Court’s 1946 Howey test. Under this safe harbor, if the issuer certifies to the SEC that it has ceased or terminated all essential managerial efforts that it promised to undertake under the investment contract and satisfies certain other conditions, then the SEC would no longer deem the non-security crypto asset to be subject to an investment contract and, therefore, no longer subject to the authority of the SEC. The Commission also issued a Fact Sheet summarizing the proposed new rules, which are subject to public comment during the 60 days following the date of publication of the proposing release in the Federal Register.

On August 26, proxy advisory firm Glass Lewis sent a letter to clients providing an overview of its proposed new approach to providing its proxy advisory services. For the 2027 proxy season, Glass Lewis is moving from a single “house view” to offering four different research perspectives. As laid out in the letter, the four perspectives are:

• Business Fundamentals – takes a flexible view of governance standards when boards and management teams have demonstrated a strong record of generating shareholder returns
• Foundational Governance – treats core governance standards as essential to safeguard long-term shareholder value
• Global Stewardship – pairs core governance standards with rigorous oversight of financially material sustainability risks to protect long-term shareholder value
• Sustainability Focused – pairs core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios. Recognizes that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest

The firm notes that it will continue to provide its Benchmark Voting Policy Guidelines in 2027.