Investor Coalition, NY Comptroller Petition SEC to Fix – Not Gut – Shareholder Proposal Rule
July 23, 2026
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Petition urges Commission to adopt practical reforms that streamline the no-action process and evaluate less disruptive alternatives before considering major changes to Rule 14a-8
WASHINGTON, D.C. — A coalition of investor groups and New York State Comptroller Thomas P. DiNapoli filed a rulemaking petition today urging the SEC to recalibrate, rather than dismantle, Rule 14a-8, the federal rule governing shareholder proposals on corporate proxy statements.
The petition responds directly to SEC Chairman Paul Atkins, who told the Society for Corporate Governance recently that this season's suspension of staff review of company arguments for excluding proposals cut resource demands and suggested he may make that suspension permanent. Atkins has also floated shifting shareholder proposal oversight to state law or company bylaws, and a White House Executive Order suggested SEC consideration of scrapping the rule outright.
The petitioners - DiNapoli, Ceres, the Interfaith Center on Corporate Responsibility, the Shareholder Rights Group, US SIF, and For the Long Term - argue that if the SEC is going to do a rulemaking, there's a more efficient fix that doesn't require abandoning investor protections.
Two core asks:
Streamline the proposal exclusion process before it reaches the SEC. The petition calls for a mandatory two-week engagement window after a company issues an exclusion notice, clear response deadlines for proponents, modestly extended filing windows, and an end to obsolete paper-filing requirements — changes meant to resolve more disputes privately and make SEC review faster when it is needed.
Require the SEC to test less drastic options first. Before rescinding the no-action process, handing oversight to state law, or otherwise gutting Rule 14a-8, the petition says the Commission is obligated under the Administrative Procedure Act to evaluate less harmful alternatives — including the procedural fixes above.
The petition cites this year's experience as the cautionary tale: with substantive no-action review suspended, costs didn't disappear, they moved — onto investors and companies navigating more uncertainty, inconsistent outcomes, and litigation. As the filing puts it: "The suspension created chaos, not efficiency."
Alongside the petition, investors also filed:
Citizen petitions with nearly 32,000 signatures opposing rescission of the rule
A FOIA request (Shareholder Rights Group and Democracy Forward) seeking records on the SEC's reported "previewing" of rulemaking plans with select constituencies
U.S. Senator Elizabeth Warren (D-MA): “Rescinding SEC Rule 14a-8 would be another giveaway to corporations and their executives at the expense of workers and retirees. From preventing shareholders from bringing lawsuits on company misconduct to rolling back disclosures key to investors, President Trump’s SEC seems more interested in stifling ordinary investors’ voices than protecting their rights.”
Sanford Lewis, Director, Shareholder Rights Group: "Good regulation starts with solving the right problem. If the Commission's objective is to reduce demands on staff resources, there are practical ways to accomplish that without abandoning a regulatory framework that has served investors, companies, and the markets for decades."
New York State Comptroller Thomas DiNapoli: "For more than eighty years, shareholder proposals have been a critical tool for investors to hold boards and management accountable. The right to include shareholder proposals on corporate proxies has driven reforms that strengthened American companies and protected shareholder value. Suspending the no-action process shifted costs onto investors and companies and fostered uncertainty, inconsistency, and litigation. We’re offering the SEC a better option: targeted fixes that ease the burden on staff while keeping a neutral referee on the field. That’s good for shareholders and good for the companies we invest in.”
Illinois State Treasurer Mike Frerichs: "Ultimately, weakening or taking away the shareholder proposal process is not going to make the sustainability risks for companies go away. It’s just going to make it harder for shareholders to raise them," Illinois State Treasurer Michael Frerichs said. "So naturally I am concerned that eliminating the 14a-8 process would reduce the rights of shareholders and limit our ability to engage companies facing material sustainability risks."
Dave Wallack, Executive Director, For the Long Term: "Long-term investors need functioning institutions. The choice before the SEC is not between efficiency and investor rights—it's between thoughtful modernization and unnecessary disruption. Before abandoning a framework that has served our capital markets for decades, the Commission should fully evaluate the practical, lower-cost alternatives already on the table."
The petition calls its recommendations "narrow, practical, and overdue," and comes as the SEC weighs potential Rule 14a-8 amendments on this year's agenda.
About For the Long Term
For the Long Term (FTLT) is a nonpartisan organization dedicated to strengthening the institutions, leaders, and policies that drive long-term economic growth and prosperity. FTLT works with state financial leaders, institutional investors, and market participants to advance practical solutions that promote long-term value creation, effective stewardship, and resilient capital markets. Through convenings, research, and strategic partnerships, FTLT helps public officials and investors navigate emerging challenges—from technological change and demographic shifts to corporate governance and economic competitiveness—while building the capacity of those entrusted with managing public resources. FTLT believes that strong institutions, informed leadership, and a long-term perspective are essential to ensuring that American markets remain the most dynamic, innovative, and trusted in the world.
Additional Quotes
“Our nation's capital markets system works best when investors and companies work together. The shareholder proposal process is an essential tool that allows investors to have direct dialogue with company management about material risks to the business. Rolling back this process will cause immense harm to our capital markets and will undermine investors' freedom to engage with the companies they own.” Andrew Collier, Senior Director, Freedom to Invest, Ceres. Phone: 202-774-0171. Email: acollier@ceres.org
About Ceres
For more than 35 years, Ceres has been at the forefront of building business leadership and supporting innovative market and policy solutions to address the world’s most pressing sustainability issues. We work with investors, companies, and policymakers to advance actions that reduce emissions and build a cleaner, more resilient economy – all in a way that advances justice and equity.
“ICCR has been deeply concerned about the ways this proposed attack on shareholder rights could impact our members and the wider landscape of corporate governance and accountability. These changes being suggested by the administration would undermine a tool that generations of Americans have come to depend upon to safeguard the long-term value and viability of their investments. At a time of growing unease about the condition and direction of the U.S. economy, Chair Atkins should be seeking to strengthen rather than undermine investor protections.” Josh Zinner, CEO, ICCR email: jzinner@iccr.org
About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, Bsky Social, and Facebook.
"Shareholder proposals help investors identify risks before they become larger problems. Making it harder for shareholders to question management does not make those risks disappear. It simply makes it harder for companies, boards, and investors to see them." Jonas Kron, Chief Advocacy Officer, Trillium Asset Management, LLC email:jkron@trilliuminvest.com
About Trillium Asset Management, LLC
Trillium Asset Management offers investment strategies and services that seek to advance humankind towards a global sustainable economy, a just society, and a better world. For over 40 years, the firm has been at the forefront of ESG thought leadership and draws from decades of experience focused exclusively on responsible investing. Devoted to aligning stakeholders’ values and objectives, Trillium combines impactful investment solutions with active ownership.
“Communication between investors and their portfolio companies is mutually beneficial. Restricting investors' ability to express their preferences directly —through filing or voting on shareholder proposals — will produce votes against directors that convey no clear or constructive signal to the companies." Elizabeth R. Levy, CFA, Managing Director, Clean Yield Asset Management email:liz@cleanyield.com
About Clean Yield Asset Management
For more than 40 years, Clean Yield Asset Management has used the power of investing to meet the financial goals of our clients while moving society toward a more just and sustainable future. Clean Yield works with individuals, families, family trusts, foundations, and aligned nonprofit clients to implement an investment strategy aligned with their progressive values. Our strategies ensure that our clients' investments are not only financially rewarding but also aligned with their values and contributing to a more sustainable world.
“The shareholder proposal process benefits the entire capital market value chain, not just proponents. Shareholder proposals are one of the few formal mechanisms investors have to raise material governance and risk issues directly with boards. The process is an efficient means to surface existing and emerging risks and increases transparency leading to better investment decision making.” Bryan McGannon, Managing Director of US Sustainable Investment Forum bmcgannon@ussif.org
US SIF Sustainable Investment Forum
They are the preeminent voice advancing sustainable investing. Members, who represent $5 trillion in assets under management or advisement, support US SIF’s mission to rapidly shift investment practices toward sustainability, focusing on long-term investment, the generation of positive social and environmental impacts and supporting the shift toward a more resilient and equitable planet and society. https://www.ussif.org