Securities and Exchange Commission
The Securities and Exchange Commission ("Commission") is proposing to rescind Rule 14a-8 under the Securities Exchange Act of 1934 ("Exchange Act") and leave determinations about the role of shareholder proposals to State law and company governing documents. The Commission also is proposing to amend Rule 14a-4 under the Exchange Act to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company's proxy materials. At the same time, the proposed amendments to Rule 14a-4 would provide shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares.
Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission 17 CFR Parts 200, 229, 232, 240, and 249 [Release No. 34-106383; File No. S7-2026-32] RIN 3235-AN47 ( printed page 59904) AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (“Commission”) is proposing to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (“Exchange Act”) and leave determinations about the role of shareholder proposals to State law and company governing documents. The Commission also is proposing to amend Rule 14a-4 under the Exchange Act to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company's proxy materials. At the same time, the proposed amendments to Rule 14a-4 would provide shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares. DATES: This release was published in the Federal Register on September 21, 2026. Comments should be received on or before November 20, 2026. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments Use the Commission's internet comment form ( https://www.sec.gov/​comments/​s7-2026-32/​rescission-rule-14a-8s-federal-regulation-shareholder-proposals-amendments-rule-14a-4 ). Send an email to rule-comments@sec.g…
Citation: 91 FR 59904
