SEC’s Division of Corporation Finance Significantly Reduces Staff’s Role in the Rule 14a‑8 Process for the 2025‑2026 Proxy Season

On November 21, 2025, Cravath prepared a memo for its clients entitled “SEC’s Division of Corporation Finance Significantly Reduces Staff’s Role in the Rule 14a‑8 Process for the 2025‑2026 Season.” The memo examines the Division of Corporation Finance’s (“CorpFin”) changes to the Rule 14a‑8 process for the 2025‑2026 proxy season that greatly reduce the staff’s role in the process.

For the 2025–2026 proxy season, CorpFin staff will not substantively respond to no-action requests for, and will not express views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a‑8, other than requests to exclude a proposal under Rule 14a‑8(i)1 (violation of state law).

Please click here to read the memo.