The new CFIs (103.13, 103.14 and 103.15) address whether certain forms of shareholder engagement are consistent with the requirement under Exchange Act Rules 13d-1(b) and 13d-1(c) that a Schedule 13G filer certify that the subject securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.” ,,, The new guidance, which arrives at the start of the fall engagement season, may help restore some of the dialogue between issuers and shareholders that has diminished over the past two proxy seasons.
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.
On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a series of interpretations (“CFIs”) that update four sections of the Staff’s CFIs: Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting; Tender Offer Rules and Schedules; Proxy Rules and Schedules 14A/14C; and Regulation Crowdfunding.
