SEC Proposes to Rescind Rule 14a‑8’s “Federal Regulation” of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations

On October 6, 2026, Cravath prepared a memo for its clients entitled “SEC Proposes to Rescind Rule 14a‑8’s ‘Federal Regulation’ of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations.” The memo discusses the U.S. Securities and Exchange Commission’s proposed changes to the federal proxy rules, including rescinding Rule 14a‑8, which would end federal regulation as to when a shareholder proposal must be included in a company’s proxy statement, and amending Rule 14a‑4 to expand companies’ ability to exercise discretionary voting authority, with respect to proxies that they receive, on proposals that will be presented at a shareholder meeting but are not included in the company’s proxy materials.

The memo also discusses a separate proposal to modernize certain rules related to proxy solicitations to account for technological and other developments.

Please click here to read the memo.