SEC’s Atkins says no-action policy shift yields few proxy season disruptions; backs ‘materiality overlay’ in disclosure reform

Securities and Exchange Commission (SEC) Chairman Paul Atkins said that a major policy shift implemented last year — in which the staff stopped responding to companies’ no-action requests during the proxy season — did not result in the disruptions that some had predicted.

In November 2025, the SEC’s Division of Corporation Finance (CorpFin) announced that its staff would no longer respond to no-action letter requests related to Rule 14a-8 of the Securities Exchange Act of 1934, which governs rules on shareholder proposals, for the proxy season running from October 1, 2025, to September 30, 2026.

The announcement drew mixed predictions, Atkins said.

Some skeptics said that companies might systematically exclude most or all proposals, while others cited litigation risk or adverse recommendations from proxy advisers as reasons why companies might include proposals that they believed were excludable under Rule 14a-8.

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