SEC publishes proposal to rescind Rule 14a-8 by November 20

On September 21, the SEC published in the Federal Register its proposal to rescind Rule 14a-8, which currently requires companies to include qualifying shareholder proposals in proxy materials, with comments due November 20, 2026. The proposal would leave the role of shareholder proposals principally to state law and company governing documents and would also expand discretionary voting authority under Rule 14a-4 while giving shareholders an opt-out. Public companies, investors and advisers should review bylaws, state-law rights and proxy processes rather than assuming the federal inclusion framework will remain the controlling route for ESG-related proposals. Even before a final rule, boards face a governance-design question: whether to preserve access mechanisms voluntarily or accept greater variation and litigation risk across jurisdictions.