SEC Staff Won’t Respond to No-Action Requests for 2025-2026

If you work in corporate governance, the SEC’s 2025-2026 proxy season probably feels a bit like showing up for a baseball game only to learn that the umpire is still on the field, but now mostly refuses to call balls and strikes. That, in plain English, is the practical effect of the SEC staff’s latest approach to shareholder proposal exclusions.

The headline version is catchy: the SEC staff will not respond to no-action requests for 2025-2026. The more precise version is even more important. For the proxy season running from October 1, 2025, through September 30, 2026, the Division of Corporation Finance said it would not provide substantive responses to most Rule 14a-8 exclusion requests. The major exception is Rule 14a-8(i)(1), which deals with whether a proposal is a proper subject for shareholder action under state law.

That distinction matters. The SEC did not erase Rule 14a-8. It did not abolish shareholder proposals. And it did not tell companies they could do whatever they wanted with a wave and a shrug. What it did do was pull back from its traditional role as the informal referee for most exclusion disputes. That shift changes risk, strategy, timing, and leverage for public companies, shareholders, boards, and the lawyers who now have to write memos sturdy enough to survive both scrutiny and potential litigation.

What Changed, Exactly?

The November 2025 Pivot

In November 2025, the SEC’s Division of Corporation Finance announced that, because of resource and timing pressures after a lengthy government shutdown, a heavy filing backlog, and what it described as an already extensive body of guidance, it would stop responding to no-action requests based on most Rule 14a-8 exclusion grounds during the current proxy season.

In practical terms, that means if a company wants to exclude a shareholder proposal under familiar arguments like ordinary business, micromanagement, duplication, substantial implementation, or economic relevance, the staff generally will not issue the kind of substantive no-action analysis that market participants had relied on for years. The old comfort blanket is still in the room, but it is now decorative.

The One Big Exception: Rule 14a-8(i)(1)

The SEC staff said it would continue to review no-action requests under Rule 14a-8(i)(1), the exclusion for proposals that are not proper subjects for shareholder action under the law of the company’s state of incorporation. Why the special treatment? Because the SEC acknowledged there is not yet a sufficient body of guidance on the state-law issues surrounding certain precatory, or nonbinding, proposals.

This exception is a huge clue about where the rule may be headed next. It also explains why 2026 is not simply a story about the SEC going silent. It is a story about the SEC choosing where it still wants to speak.

No-Action Is Down, “No Objection” Is In

Companies still have to comply with Rule 14a-8(j). If they plan to exclude a proposal, they must notify the SEC and the proponent no later than 80 calendar days before filing definitive proxy materials. That filing requirement remains alive and well.

What changed is the type of response a company may receive. If a company or its counsel includes an unqualified representation that it has a reasonable basis to exclude the proposal under Rule 14a-8, prior guidance, and/or judicial decisions, the staff may respond with a short letter saying it will not object to the omission based solely on that representation. Translation: the staff is not blessing the legal argument. It is not endorsing the merits. It is simply declining to step in.

How We Got Here: SLB 14M Set the Table

The November 2025 shift did not come out of nowhere. Earlier in February 2025, the staff issued Staff Legal Bulletin No. 14M, which rescinded the more shareholder-friendly SLB 14L and returned to a more traditional, company-specific reading of Rule 14a-8.

SLB 14M mattered because it restored a more issuer-focused framework for analyzing several common exclusion bases, especially Rule 14a-8(i)(5) on economic relevance and Rule 14a-8(i)(7) on ordinary business. Under that approach, the staff signaled that significance and nexus would again be measured with close attention to the company’s actual facts and circumstances, rather than with a broad, floating sense that any hot-button social issue automatically belongs on the ballot.

That may sound like a technical tweak, but in proxy-land, technical tweaks are how earthquakes dress for work. SLB 14M also revived a more traditional view of micromanagement, reaffirmed legacy interpretations for substantial implementation, duplication, and resubmission, and made clear that companies were no longer expected to include board-level analyses in many no-action requests under Rules 14a-8(i)(5) and (i)(7).

So by the time the SEC staff later stopped giving substantive responses on most requests, it had already changed the interpretive backdrop. First the staff rewrote the playbook. Then it said, “Good luck, everyone. Please read carefully.”

Why This Matters So Much

More Freedom for Companies, but Less Certainty

At first glance, the SEC’s new approach looks like a gift to issuers. If staff review is limited, companies have more room to decide for themselves whether a proposal should be excluded. In theory, that gives boards and management more control over the proxy ballot.

But greater discretion is not the same thing as greater safety. A traditional no-action letter, while informal and nonbinding, still offered meaningful practical comfort. It gave companies a public record showing that the staff had reviewed the issue and did not recommend enforcement action. Without that kind of substantive staff view, companies may feel freer on paper but more exposed in real life.

That is why many governance lawyers have described the new regime as both empowering and unsettling. A company can exclude a proposal, yes. But it may now have to do so knowing that the next reader of its legal theory could be a federal judge rather than a staff attorney in Washington.

Litigation Is No Longer the Backup Plan

One of the clearest effects of the policy shift is that litigation has moved from a remote possibility to a front-line strategy. In early 2026, lawsuits were filed challenging company decisions to exclude proposals from proxy materials, including disputes involving AT&T, Axon, and PepsiCo. Those cases showed exactly what many practitioners predicted: when the SEC stops refereeing, the courthouse gets busier.

And the pressure did not stop with issuer suits. By March 2026, investor advocates also sued the SEC itself, arguing that the agency’s retreat from substantive no-action review was unlawful and undercut shareholder rights. Whether those arguments ultimately succeed is a matter for the courts. But the filing alone tells you something valuable: the new framework is not just changing tactics. It is reshaping the battleground.

What the 2026 Proxy Season Already Shows

Example 1: The Disney Withdrawal

One of the most useful signals in this season came from what companies chose not to press. In a Disney matter, the company withdrew a prior no-action request and later decided to include the proposal in its proxy materials. That kind of reversal illustrates the strategic recalculation many issuers are making. A company may believe it has an argument, yet still decide that the optics, cost, and uncertainty of exclusion are worse than simply putting the proposal on the ballot and moving on.

Example 2: The JPMorgan Response Letter

Other companies have pursued the new “reasonable basis” path. In a JPMorgan Chase matter, the company represented that it had a reasonable basis to exclude the proposal, and the SEC staff responded that, based solely on that representation, it would not object if the company omitted it. That short response captures the new era perfectly. The staff still answers, but often only in a stripped-down, minimalist form. Think of it as the legal equivalent of a thumbs-up emoji with a disclaimer attached.

Example 3: The SEC’s Own Correspondence Page Tells the Story

The SEC’s 2025-2026 correspondence page now separates filings into categories like notifications with no response forthcoming, responses to Rule 14a-8(j) notifications, incoming no-action requests under Rule 14a-8(i)(1), and no-action responses under Rule 14a-8(i)(1). That organization alone is revealing. The architecture of the page reflects the architecture of the new process: more notices, fewer substantive staff opinions, and a narrow lane where the old review model still survives.

Who Gains, Who Loses, and Who Just Loses Sleep?

Public Companies

Issuers gain flexibility, especially where there is strong prior precedent supporting exclusion. A company facing a duplicative proposal, a weak proof-of-ownership record, or a clear micromanagement problem may feel more comfortable making the call itself. But that comfort depends on the company’s tolerance for litigation, investor backlash, and proxy adviser scrutiny.

In other words, the new world rewards good records and strong facts. It punishes wishful thinking dressed up as confidence.

Shareholders and Activists

Proponents lose an important procedural checkpoint. In the old system, a proponent could engage directly in the staff process and try to persuade the SEC that the company’s exclusion argument failed. In the new system, that channel is weaker or absent for most exclusion grounds. That makes it harder for proponents to reverse an omission before proxy materials are finalized.

At the same time, activists may gain something else: a clearer litigation narrative. If the SEC is no longer making the merits call, proponents can argue directly to courts, investors, and the public that companies are excluding proposals based on self-serving readings of the rule. That argument may not always win, but it is easier to frame when the SEC has stepped back.

Boards and Governance Teams

Boards now need a more disciplined process for evaluating proposals. Exclusion decisions should not be treated as routine housekeeping. They should be escalated, documented, and stress-tested. The internal question is no longer just, “Can we exclude this?” It is, “Can we defend this to investors, a judge, a reporter, and next year’s governance committee chair without developing a mysterious eye twitch?”

What Smart Companies Should Do Now

Build the File Like It May End Up in Court

The safest approach is to assume every exclusion decision may later be examined outside the SEC staff process. That means creating a careful written record, citing the exact exclusion basis, matching the facts to existing precedent, and documenting why the company believes the proposal falls outside the rule.

Separate Strong Cases from “Maybe We Can Get Away With It” Cases

Not every possible exclusion should be pursued. Under the new framework, companies with especially clear arguments may proceed confidently. But marginal cases are riskier because the lack of substantive SEC review removes a layer of validation. Some proposals that might once have been contested are now more likely to be included for strategic reasons.

Watch State Law Closely

Because Rule 14a-8(i)(1) remains the main area of active staff review, state-law questions are now more important than ever. Companies incorporated in Delaware or other key jurisdictions should pay close attention to evolving arguments over whether certain precatory proposals are proper subjects for shareholder action. This is not an academic side quest. It is one of the few places where the SEC still appears willing to engage in a traditional way.

What Shareholders Should Do Now

For proponents, the lesson is simple: draft carefully, document ownership precisely, and expect more friction. The reduced role of substantive staff review means the quality of the original submission matters even more. So does the strategic choice of topic. Proposals with a strong company-specific nexus and a clean legal theory are better positioned than broad, symbolic asks that invite ordinary-business or micromanagement arguments.

Shareholders also need to think earlier about escalation paths. That can include public engagement, institutional investor outreach, exempt solicitations, or litigation where appropriate. The SEC staff may no longer be the place where most of these fights are effectively decided.

What Happens Next?

The SEC’s Spring 2025 regulatory agenda includes “Shareholder Proposal Modernization,” with the agency considering amendments to Rule 14a-8 to reduce compliance burdens and account for developments since the last amendment cycle. That means the current 2025-2026 season may not be a one-off oddity. It may be a bridge to a broader rewrite of the shareholder proposal regime.

If that happens, expect debate over nearly everything: proposal eligibility, the role of state law, the treatment of nonbinding proposals, procedural default rules, exclusion standards, and the long-running tug-of-war between shareholder voice and management control. In other words, the current season is not the end of the story. It is the trailer, and the trailer already has legal drama, governance philosophy, and enough suspense to keep every corporate secretary caffeinated through June.

Experience From the Trenches: What This Topic Feels Like in Real Life

Talk to people actually living through the 2025-2026 proxy season, and you hear the same theme over and over: this is not a simple deregulatory story. It is a workflow story. It has changed how meetings are run, how outside counsel is used, how governance teams prioritize risk, and how shareholders choose when to fight.

For in-house legal teams, one common experience is that proposal review has become more front-loaded. Before, there was often a familiar rhythm. The company received the proposal, assessed the possible exclusion grounds, prepared a no-action request, and waited for substantive staff feedback that helped shape the next move. Now, many teams feel they must get to the answer earlier and with greater internal conviction. There is less room for “let’s see what the staff says.” That sentence has become a historical artifact, like fax confirmations and office coffee that somehow tastes like burnt paperclips.

Outside counsel are feeling the shift too. Their role is not just to write persuasive submissions, but to write submissions that can serve multiple audiences at once: the SEC, the proponent, the board, the proxy adviser community, and potentially a court. That is a tougher assignment. It requires more than technical accuracy. It requires judgment about how aggressive a company can afford to be.

Corporate secretaries and governance officers also seem to be dealing with a new flavor of board communication. Directors want the bottom line, of course, but they also want to know the reputational angle. If we exclude, will investors push back? If we include, will this invite copycat proposals? If we receive only a no-objection letter, what exactly does that protect us from? These are not abstract questions. They affect annual meeting planning, investor outreach, and public messaging.

On the shareholder side, the experience is different but equally intense. Proponents who once relied on the staff process as a meaningful checkpoint now have to decide whether to escalate publicly or litigate sooner. Some appear more willing to challenge exclusions in court, especially when the omitted proposal touches recurring issues like political spending, workforce disclosure, or governance oversight. Others are focusing more heavily on drafting proposals that look less like broad policy manifestos and more like targeted requests tied to the issuer’s business. That is not just smarter drafting. It is survival strategy.

Perhaps the most revealing experience, though, is the overall mood: caution. Companies are more empowered, but not necessarily more relaxed. Shareholders are more frustrated, but in some cases more organized. Everyone is testing boundaries in a season where the referee has stepped back and the rulebook may soon be revised. The result is a market that feels more improvisational than usual. And when securities regulation starts to feel improvisational, seasoned governance professionals do not celebrate. They document everything, schedule another call, and keep one eye on Delaware, one eye on Washington, and one eye on the docket sheet.

Conclusion

The SEC staff’s refusal to provide substantive responses to most no-action requests during the 2025-2026 proxy season is one of the most important governance shifts in years. It changes the mechanics of Rule 14a-8, but it also changes the psychology around it. Companies have more room to exclude proposals, yet less assurance that exclusion will go unchallenged. Shareholders have fewer chances to win through staff persuasion, yet more reason to use litigation and public pressure. And everyone is operating in the shadow of possible rulemaking that could permanently reshape the process.

So yes, the SEC staff “won’t respond” is a strong headline. But the more useful takeaway is this: the staff is still present, just more selective, more procedural, and far less willing to do the hard interpretive work for everyone else. For issuers and proponents alike, that means 2026 is the season of self-reliance, sharper strategy, and very careful paperwork. Glamorous? No. Important? Absolutely.