On November 9, 2026, the Council of the Corporation Law Section of the Delaware State Bar Association released a white paper and draft legislation for discussion that would establish a state corporate law regime to address stockholder proposals if the SEC rescinds Rule 14a-8. The draft legislation sets forth proposed text for a new Section 214 of the Delaware General Corporation Law that would for the first time provide stockholders of Delaware companies a carefully prescribed state law statutory right to submit precatory (non-binding) proposals at annual meetings and have those proposals included in the company’s proxy materials.
Gibson Dunn’s summary of director education opportunities has been updated as of October 2026. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities. This quarter’s update to the summary of director education opportunities includes a number of…
Two days after the SEC proposed to rescind Rule 14a-8, the Council of the Corporation Law Section of the Delaware State Bar Association announced that it is folding the potential repeal into its annual review of Delaware’s corporate statutes — the first formal signal that the state law framework for shareholder proposals may be revisited.
The SEC seeks to eliminate the Rule 14a-8 shareholder proposal framework, reform the voting framework applicable to shareholder proposals submitted under state law, and modernize several aspects of the proxy solicitation process. On September 16, 2026, the Securities and Exchange Commission (SEC) issued two rule proposals[1] — one addressing the shareholder proposal rules (the Rule 14a-8…
This update provides an overview of shareholder proposals submitted to public companies during the 2026 proxy season, including statistics and notable developments from the staff (the Staff) of the Securities and Exchange Commission (the SEC) on noaction requests and exclusion notices submitted under Rule 14a-8(j) (together, exclusion requests).
Companies continue to be required under Rule 14a-8(j) to notify the SEC when they intend to exclude Rule 14a-8 shareholder proposals from their proxy materials.
