2026 Proxy Season: SEC Staff Curtails 14a-8 Role, Litigation Surges
Shareholder proposal submissions dropped for a second year while exclusions ticked up after the SEC Staff ended substantive no-action responses and shifted to a notification framework under Rule 14a-8(j).
Gibson Dunn's review of the October 2025-July 2026 proxy season highlights two structural shifts counsel must brief boards and issuers on for 2027 planning. First, the SEC Staff stopped issuing substantive responses to most Rule 14a-8 no-action requests and moved to a new Rule 14a-8(j) notification process; the number of exclusion requests dropped sharply, but the percentage actually excluded edged higher, and excluded proposals increasingly ended up in court. Second, proposal volume fell across every ISS category except governance, with social, environmental, civic engagement, and executive compensation proposals down roughly a third or more, and anti-ESG proposals again averaging only about 1% support. With the Staff less engaged substantively, issuers and proponents face greater litigation risk over ordinary exclusion disputes, raising the stakes on board-level process, proponent engagement, and challenge strategies for the next cycle.