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Alternative Market Briefing

SEC recommends major changes to how shareholder proposals work

Thursday, September 24, 2026

By Opalesque:

On September 16, 2026, the US SEC proposed major changes to how shareholder proposals work. The main idea: pull back federal rules and let states and companies decide more of this themselves.

The Commission issued a proposed rule to rescind its 1942 Rule 14a-8's federal regulation of shareholder proposals, and amend Rule 14a-4 governing discretionary voting authority. It also included a proposed rule to modernise certain rules related to proxy solicitation.

"The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into state corporate law when applying the federal securities laws. Second, updating the Commission's rules to reflect developments in market practice and technology, and other innovations, since the rules' adoption or last amendment," said SEC Chairman Paul S. Atkins.

Ending Rule 14a-8

A shareholder proposal is a formal recommendation or resolution submitted by an investor for a vote by all shareholders at a company's annual meeting.

Rule 14a-8 is the federal rule that currently lets shareholders submit proposals (things like proposals on climate policy, executive pay, or governance). The SEC wants to scrap this rule entirely, reports law firm Womble Bond Dickinson ......................

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