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Vedder Thinking | Articles SEC Staff Announces Rule 14a-8 No-Action Request Process Changes


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On September 6, 2019, the staff of the Division of Corporation Finance announced changes to the process for no-action requests pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the rule governing inclusion of SEC's shareholder proposals in a company’s proxy materials. Specifically, starting with the 2019–2020 shareholder proxy season, when informing a proponent and the company of the SEC staff’s position—i.e., whether the staff concurs, disagrees or declines to state a view regarding the company’s asserted basis for excluding the shareholder proposal—the staff may respond orally instead of in writing to some no-action requests. Written responses generally will be limited to circumstances in which the staff believes its response provides broader value regarding Rule 14a-8 guidance.

The announcement clarifies that if the staff declines to state a view on any particular Rule 14a-8 no-action request, interested parties should not interpret that position as indicating that the proposal must be included. Instead, it means the staff is declining to take a position on the argument’s merits, and the company may have a valid legal basis to exclude the proposal under Rule 14a-8. The announcement reminds parties that binding adjudication on the merits of the issue may be sought in court.

The SEC’s announcement can be found here.


Jacob C. Tiedt


John S. Marten


Nathaniel Segal