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.

On November 13, 2025, following the end of the federal government shutdown, the Securities and Exchange Commission (SEC) issued guidance that offers much‑needed clarity to issuers, underwriters, and advisors navigating filings made during and immediately after the shutdown. With more than 900 registration statements filed during the shutdown, questions quickly mounted regarding automatic effectiveness, the treatment of missing information under Rule 430A, acceleration mechanics, and the status of filings already in the review pipeline. The staff (the Staff) of the SEC’s Division of Corporation Finance (the Division) addressed these topics directly through a series of Questions and Answers. This alert explains the guidance, describes the practical implications for capital markets and M&A participants, and recommends near‑term steps to adapt filing and transaction timelines.