Rulemaking Petition-Factsheet
Formal Petition Regarding Amendments to Rule 14a-8
Under the Securities Exchange Act of 1934, Filed with the U.S. Securities and Exchange Commission, July 23, 2026
WHAT THE PETITION REQUESTS
The petition is filed under an SEC rule that invites shareholders to recommend changes to an SEC rule. The Petition asks that, if the SEC conducts a rulemaking on Rule 14a-8, it recalibrate rather than dismantle the rule. If the Commission proceeds with rulemaking, the petition reminds the SEC of its obligation under the Administrative Procedure Act to rigorously evaluate less harmful alternatives before any wholesale change.
NO ACTION PROCESS RECOMMENDATIONS
The no-action process be retained with reforms to sharpen the review process machinery—clarifying timelines, promoting direct engagement between issuers and proponents, and thereby reducing unnecessary demands on Commission staff:
establish a two-week engagement period after an issuer submits a notice of intent to exclude a shareholder proposal, during which the issuer and proponent may seek an agreement that potentially eliminates the need for a staff advisory opinion
provide specific timeframes for proponents to respond to exclusion notices, and confirm that the staff will consider any timely proponent response when issuing an advisory opinion;
extend the deadline for filing exclusion notices from 80 to 90 days, and clarify that the deadline runs from the earlier of the issuer’s proxy print deadline or its EDGAR filing deadline for the definitive Form DEF 14A; and
Set clear timeframes for a proponent to respond if a company requests a staff advisory opinion.
Allow 14 business days for responses to procedural objections such as proof of ownership, and 30 calendar days for responses to substantive exclusions
Eliminate outdated paper copy submission requirements.
Excise obsolete language in the existing Rule requiring the submission of six paper copies, reflecting the modern reality that all submissions are processed electronically.
RECOMMENDATIONS ON EVALUATING LESS HARMFUL ALTERNATIVES
In the event that the SEC proposes reforms to the shareholder proposal rule beyond the no action process, the petition reminds the SEC of its obligation to consider less harmful alternatives that would do less to disrupt the expectations and systems that the market has come to rely upon. Such less harmful alternatives could include retaining the federal framework while leaving dispute resolution to the courts and evaluating the related cost of litigation that this approach would impose. Such evaluation would also consider approaches for reducing the subjectivity of the rules to reduce disputes between proponents and issuers.
Signatories of the petition
The signatories include New York State Comptroller Thomas P. DiNapoli and organizations: Ceres, For the Long-Term, the Interfaith Center on Corporate Responsibility, Shareholder Rights Group, and US SIF