Federal Register #2026-19260

SEC Proposed Rule: Rescission of Rule 14a-8 and Amendments to Rule 14a-4

This opportunity concerns a proposed regulatory action by the U.S. Securities and Exchange Commission (SEC) affecting shareholder proposal processes for public companies. - Government Buyer: - U.S. Securities and Exchange Commission (SEC) - Division of Corporation Finance - No Original Equipment Manufacturers (OEMs) or commercial vendors are involved, as this is a regulatory proposal, not a procurement. - Products/Services Requested: - No products or tangible goods are requested. - Regulatory services include: - Rescission of Rule 14a-8 (shareholder proposal inclusion in proxy materials) - Amendments to Rule 14a-4(c) (expanding company discretionary voting authority on certain shareholder proposals) - Implementation and compliance support for these regulatory changes - Unique/Notable Requirements: - The proposal impacts public companies, registered investment companies, and shareholder proponents. - Seeks public comment on impacts, alternatives, and transition effects. - Introduces a shareholder opt-out mechanism for discretionary voting authority. - No part numbers, quantities, or contract values are specified.

Description

The Securities and Exchange Commission is proposing to rescind Rule 14a-8 under the Securities Exchange Act of 1934, leaving determinations about shareholder proposals to State law and company governing documents. The Commission also proposes to amend Rule 14a-4 to expand when a company may exercise discretionary voting authority on proposals presented at shareholder meetings but not included in proxy materials. Additionally, the amendments would allow shareholders to prevent the company from exercising such authority on their individual shares. Comments on the proposed rule are due by November 20, 2026.

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