SEC to cede Rule 14a-8 control to US states

Estimated reading time: 6 minutes · Last updated: 5 September 2026

The SEC has proposed rescinding Rule 14a-8 and returning oversight of shareholder resolutions to the states, shifting the final arbiter of which proposals appear in company proxy statements from the Commission to state courts and regulators. The change was described in a regulatory notice and was framed by SEC chair Paul Atkins as part of a push to reduce reporting burdens; Atkins made related remarks on 9 July 2026. If adopted, the alteration would move appeals over excluded resolutions from the SEC’s no-action process to the state where the company is incorporated.

Since his time as a commissioner, chairman Atkins has highlighted concerns that the SEC's Rule 14a-8 on shareholder proposals exceeds the Commission’s authority and infringes upon State laws.

SEC spokesperson

What the SEC proposes and how Rule 14a-8 works

Rule 14a-8 has for decades given shareholders a federal route to place proposals into a company’s proxy statement and required firms to circulate those proposals to all shareholders. The SEC’s regulatory notice says the Commission is expected to consider rescinding the rule and to modernise proxy solicitation rules to reflect technology and current shareholder communications.

Under the long-standing practice, companies seeking to exclude a shareholder proposal would submit a ‘no-action request’ to the SEC, which would review and decide whether the proposal could be omitted from the proxy. The proposal to rescind Rule 14a-8 would remove that federal no-action safety valve and leave shareholders to pursue relief under state law in the state of incorporation.

How state control changes the mechanics — and why critics object

If states become the final arbiters, shareholders will face a patchwork of corporate-law tests and procedures rather than a single federal standard. Critics argue this will increase complexity and unpredictability: Bryan McGannon, managing director at USSIF, said the proposed rescission would bring more complexity and less consistency as shareholders must navigate varying state laws instead of one federal standard.

Campaigners and some asset owners warn that the change risks weakening shareholder oversight. Andrew Behar, chief executive of As You Sow, called Rule 14a-8 “the basic plumbing that allows owners of public companies to hold management accountable” and said rescinding it after more than eight decades would remove a critical oversight mechanism. New York State Comptroller Thomas DiNapoli has backed a petition to retain Rule 14a-8.

State law examples and the Texas test case

The notice arrives alongside moves by some states to tighten access to corporate governance tools. The article notes that Texan lawmakers discussed a requirement to hold at least $1m or 3% of a company's shares to file a resolution; Texas has introduced a 3% ownership threshold for derivative actions and bolstered protections for directors and companies against litigation.

Where states adopt higher ownership thresholds or stricter procedural rules, shareholders — including institutional owners that file environmental, social and governance resolutions — could find it harder to bring proposals. Lindsey Stewart, director of Institutional Insight at Morningstar, warned the delegation to states 'leaves room for greater fragmentation and less certainty over the process,' and explicitly named Texas as a likely beneficiary of the shift.

How the SEC has already withdrawn from arbitration and the proxy season numbers

The rule-change proposal follows earlier steps in which the SEC reduced substantive responses to no-action requests. In late 2025 the Commission stopped issuing substantive responses for the 2025–26 proxy season; more than 200 no-action requests had been filed in 2024. The SEC said the change saved time and resources and, according to the material, chair Atkins said the policy had not significantly reduced the number of resolutions filed.

Proxy-season filing figures show a decline: the number of shareholder resolutions filed at US-listed firms dropped from 932 in 2024 to 781 in 2025, a reduction of 151 resolutions. Critics such as Danielle Fugere, president and chief counsel at As You Sow, said shielding companies from advisory shareholder input increases risks to shareholders and the market.

NOAA CO2 annual averages, 1980–2025 (dataset preserved from the source)

For completeness, the source included NOAA annual-average atmospheric CO2 figures for 1980–2025. The dataset values are: 1980: 338.91 ppm; 1981: 340.11 ppm; 1982: 340.86 ppm; 1983: 342.53 ppm; 1984: 344.07 ppm; 1985: 345.54 ppm; 1986: 346.97 ppm; 1987: 348.68 ppm; 1988: 351.16 ppm; 1989: 352.78 ppm; 1990: 354.05 ppm; 1991: 355.39 ppm; 1992: 356.10 ppm; 1993: 356.83 ppm; 1994: 358.33 ppm; 1995: 360.18 ppm; 1996: 361.93 ppm; 1997: 363.04 ppm; 1998: 365.70 ppm; 1999: 367.80 ppm; 2000: 368.97 ppm; 2001: 370.57 ppm; 2002: 372.59 ppm; 2003: 375.14 ppm; 2004: 376.96 ppm; 2005: 378.97 ppm; 2006: 381.13 ppm; 2007: 382.90 ppm; 2008: 385.01 ppm; 2009: 386.50 ppm; 2010: 388.76 ppm; 2011: 390.63 ppm; 2012: 392.65 ppm; 2013: 395.39 ppm; 2014: 397.34 ppm; 2015: 399.65 ppm; 2016: 403.09 ppm; 2017: 405.22 ppm; 2018: 407.62 ppm; 2019: 410.07 ppm; 2020: 412.44 ppm; 2021: 414.72 ppm; 2022: 418.56 ppm; 2023: 421.08 ppm; 2024: 424.61 ppm; 2025: 427.35 ppm.

Two-sided outlook

The bottom line

The SEC’s proposal to rescind Rule 14a-8 would reassign the gatekeeping role for shareholder proposals from a single federal process to a plurality of state regimes. That shift matters because it replaces a uniform federal standard with varied state rules and thresholds — for example, discussions over $1m or 3% filing requirements and the Texas 3% threshold for derivative suits — and because the SEC has already reduced substantive responses to no-action requests. The procedural change would therefore reshape how investors, companies and advisers approach proxy-season strategy and shareholder engagement.

What to watch

• Watch for when the Commission formally publishes any proposal to rescind Rule 14a-8; no date has been set.
• Watch for state legislatures, including Texas, to introduce or amend corporate-law thresholds that affect who can file shareholder proposals; no specific date has been set.