SEC proposes to rescind Rule 14a-8, shifting shareholder proposal power back to states

The Securities and Exchange Commission has put forward one of its most consequential corporate governance proposals in years: scrapping Rule 14a-8, the federal rule that has required public companies to include shareholder proposals in their proxy materials since the Securities Exchange Act of 1934. The proposal, announced September 16, 2026, would also amend Rule 14a-4(c) to expand how companies can exercise discretionary voting authority during shareholder meetings. What the proposal actually does The rescission of Rule 14a-8 eliminates the federal mandate requiring companies to include shareholder proposals in proxy statements. Going forward, whether a shareholder gets to put something to a vote at an annual meeting would be governed by state law, the company’s own charter, and its board, not federal securities regulation. The companion amendment to Rule 14a-4(c) does two things simultaneously. It broadens the discretionary voting authority that companies hold over matters not formally included on a meeting agenda, while also giving individual shareholders a mechanism to opt out and prevent that authority from being applied to their own shares. Commissioner Mark T. Uyeda framed ...