Capital Markets & Securities Law Watch

On November 17, 2025, the staff (the Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) announced a significant shift in its approach to the shareholder proposal process for the upcoming 2025-2026 proxy season. The Staff will no longer respond to most no-action requests under Exchange Act Rule 14a-8, which permits qualifying shareholders to place proposals in a public company’s proxy materials, while allowing issuers to omit proposals that fall within the rule’s procedural or substantive exclusions. Rule 14a-8 is a longstanding point of contention between issuers and proponents of socially and operationally significant shareholder proposals. This guidance fundamentally alters how the Division will address exclusion requests and increases uncertainty for issuers preparing proxy materials.

In connection with the 2024 proxy season, pension funds associated with the United Brotherhood of Carpenters and Joiners of America (the Carpenter Funds) have submitted a director resignation bylaw proposal (the Proposed Bylaw or Proposal) to at least 30 companies for inclusion in the companies’ 2024 proxy statements and to be voted on at the companies’ 2024 annual meetings of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act).