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.

On November 18, 2025, the Ninth Circuit Court of Appeals ruled to temporarily stay implementation of California SB 261, the state’s corporate climate-related financial risk reporting law, while an appeal is pending related to an industry group-led challenge to the law. In the short ruling, the Ninth Circuit denied the motion to stay implementation of the companion bill, the Climate Corporate Data Accountability Act.

As the 2026 proxy season approaches, companies should be mindful of developments in required executive compensation disclosures and related issues that may arise as they prepare proxy statements. This alert surveys key developments and provides specific action items for companies to consider.