EL CERRITO, CA—November 18, 2025 — Today’s announcement from the U.S. Securities and Exchange Commission that it will no longer substantively review corporate no-action requests under Rule 14a-8 represents a dangerous abandonment of the agency’s longstanding role as a neutral arbiter in the shareholder proposal process.
“Now that the government shut down is over, the SEC staff can and should resume their normal duties, just as they did after the last government shut down,” said Danielle Fugere, President & Chief Counsel at As You Sow, a shareholder representative. “Instead, despite being fairly early in the shareholder season, the Commission is walking away from its responsibilities and leaving investors and companies in legal limbo.”
Since 1947, Rule 14a-8 has provided a well-established, stable, and predictable framework that enables shareholders to raise material issues for consideration at annual meetings. The SEC’s no-action process plays a critical role in ensuring not only that proposals meet legal standards, but that companies do not arbitrarily block shareholder input and oversight. This clarity is foundational to maintaining investor confidence in the companies in which they have invested.
The SEC cited last year’s government shutdown and resource constraints as justification. However, the agency has been in this position before and has successfully processed no-action requests even during an extended shutdown and at higher levels of shareholder proposal filings. Notably, fewer resolutions were submitted last year and early indicators provide no basis to anticipate any increase in filings this year.
“The suggestion that the Commission is unable to manage this year’s workload raises legitimate concerns about the SEC’s willingness to support this time-tested process,” added Fugere. “A 43-day shutdown cannot be used as justification for shutting down an entire no-action season that spans until September 30 of next year. By stepping back from the no-action process, the SEC is effectively forcing these matters into court, an expensive and lengthy outcome that is detrimental to both shareholders and companies.”
Far from protecting market participants, the SEC’s announced action harms market players, including shareholders, who lose the SEC’s interpretive clarity; companies who now face heightened legal risk; and financial markets that depended on the predictable governance process.
By refusing to perform its longstanding duties, the SEC leaves both parties to navigate the proposal process without guidance, accountability, or consistency.
“Responsible companies should continue including legitimate shareholder proposals in their proxies as an opportunity for engagement and transparency on material issues of shareholder concern,” said Andrew Behar, CEO of As You Sow. “Excluding proposals does nothing but create confusion and expose companies to legal and reputational risk.”
Investors deserve a functional regulator, not an absent one. If the SEC no longer intends to engage in the process it created, then it is, in effect, changing its own shareholder proposal rule without going through proper rulemaking. The Commission should restore its full role in the Rule 14a-8 process, immediately, to prevent further confusion, legal exposure, and erosion of shareholder protections.
About As You Sow
As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. Its focus areas include climate change, ocean plastics, toxins in the food system, the Rights of Nature, racial justice, and workplace diversity. Click here to view As You Sow’s shareholder resolution tracker.
