Why the Proposed Repeal of SEC Rule 14a-8 Matters for You
Oct 08, 2026
If you have a 401(k), you’re a shareholder. A proposal would strip away one of your oldest rights.
If you have any money invested in “the market”—a 401(k), retirement account (IRA), pension, 403(b), brokerage account, etc—you are a shareholder. A share is simply a piece of a company. You’re a part owner. You’re likely Jeff Bezos’s boss, and Mark Zuckerberg’s boss, and Jensen Huang’s boss.
On October 7, I joined a panel discussion hosted by Columbia University’s Sustainable Investing Research Initiative (SIRI). The panel was part of SIRI’s Pathways to Consensus program and titled “Who Gets a Say? Rule 14a-8 and the Future of Shareholder Voice.”
You’re a shareholder—with the associated rights and abilities. You deserve to know what Rule 14a-8 is and why folks at Columbia University are asking about your future.
An excerpt from Greg’s adapted remarks at the panel:
Shareholder Proposals
Since 1942, shareholders have been able to raise their hand to offer a proposal of a “proper subject” for a vote by all shareholders. In general, proper subject proposals are non-binding: even a proposal with 99% shareholder support is only a suggestion. Proposals also can’t direct regular business operations: shareholders are not management. Most proposals deal with governance or structural issues like calling for the CEO and Board Chair to be two different people or calling for shareholders to get a regular vote on executive pay and bonuses.
With in-person meetings replaced by proxies, the SEC has required companies to include shareholder proposals in their voting materials sent to all shareholders, even when the company disagrees. The premise of this requirement is that it’s materially misleading for a company to omit from proxy materials an issue the company knows will be raised at that annual meeting.
For more than eighty years, the SEC has regulated the definition of a “proper subject” for a shareholder proposal. In an annual process, shareholders submit questions or ideas to company management to be included in the annual voting materials. Corporations review these proposals, and often ask the advice of the SEC if that proposal is a “proper subject” and so must be included, or if they can tell the shareholder no, we won’t be voting on that idea. The rule dictating this is known as Rule 14a-8, because it’s issued under Section 14(a) of the Securities Exchange Act.
Rule 14a-8 has been amended, reinterpreted, and legally challenged every few years since its creation. The rule continues to be debated today, but it has facilitated shareholders getting concerns onto corporate voting materials that company leadership would rather not discuss. That’s a good thing because companies work for—are owned by—shareholders.
Why this matters for you
That might all change soon, though. Last month, the SEC proposed rescinding Rule 14a-8 in its entirety and divesting its ability to regulate the shareholder proposal process to the states and to companies’ own bylaws. And no, states do not have their own process or clear guidelines to fill the gap this would leave in deciding what is a “proper subject.” Shareholders—you—would be left to start from the beginning and advocate for the right and ability to get questions and suggestions on corporate proxy materials once again—something that hasn’t been in real doubt since America started formally regulating its financial markets.
The SEC’s proposed rescission of Rule 14a-8 is open for public comment through November 20, 2026, and will likely take many months or years to work its way through the regulatory and legal system. In the meantime, other things are happening across financial markets and corporate America to insulate company management and limit the power of shareholders. More companies like SpaceX and Anthropic are diluting the voting power of regular investors and concentrating power of massive public companies in a few individuals. Companies are developing new retail voting programs allowing shareholders to set default voting policies in line with corporate leadership’s recommendations. Texas now lets companies require shareholders to own $1 million or 3% of a company’s stock before submitting a proposal.
As one-offs, these actions might not have an effect on your 401(k) or retirement accounts. Taken together, every family saving for college and every worker saving for retirement will see a less open, more concentrated, financial and economic system than what they’ve known, with unknown future implications for the value of their dollars.