On January 23, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (“C&DIs”). The new C&DIs include guidance related to proxy rules and executive compensation disclosures. Other C&DIs issued the same day address additional matters under the proxy rules, tender offer rules and schedules, and Securities Act matters, which we address in this Client Alert.
Shareholder Proposals
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of January 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 new opportunities as well as updates to the programs offered by organizations that have been included in our prior updates.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of October 2025. 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 new opportunities as well as updates to the programs offered by organizations that have been included in our prior updates.
SEC Chairman Atkins Comments on Rule 14a-8 Challenges to Non-Binding Shareholder Proposals, as well as Delaware and Texas Corporate Laws
In a significant dinner speech on October 9, at the John L. Weinberg Center for Corporate Governance, SEC Chairman Atkins signaled the SEC’s willingness to take a step that could significantly alter the landscape for shareholder proposals submitted under Exchange Act Rule 14a-8, by allowing companies (at least, Delaware companies) to exclude precatory/non-binding shareholder proposals. In practice, the vast majority of Rule 14a-8 shareholder proposals are precatory. The speech is available here: SEC.gov | Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala
Initial Impacts of the Government Shutdown on SEC Operations
Division of Corporation Finance Statements on the Government Shutdown
A partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to reach agreement on legislation funding the government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced today that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division advised that commencing October 1, a limited number of staff would be available to answer questions relating to fee calculations and emergency filing relief and it directed filers needing assistance with such matters to submit a request and contact information to CFEmergency@sec.gov.
SEC Staff Permits Groundbreaking Retail Shareholder Voting Program To Implement Standing Voting Instructions
In a significant no-action letter issued on September 15, 2025 to Exxon Mobil Corporation, available here, the staff of the SEC’s Division of Corporation Finance (the “SEC Staff”) concurred that the company can implement a groundbreaking “Retail Voting Program” allowing retail shareholders to provide a standing instruction under which in future annual meetings their shares will be voted on an on-going basis as recommended by the company’s board of directors. Although the no-action request was issued to Exxon Mobil, other companies should be able to implement similar programs in reliance on the SEC Staff’s concurrence.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of July 2025. 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.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 2025. 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.
SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule; New Guidance Rescinds SLB 14L
To Our Clients and Friends:
On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published Staff Legal Bulletin No. 14M (“SLB 14M”), which sets forth Staff guidance on shareholder proposals submitted to publicly traded companies under Exchange Act Rule 14a-8. SLB 14M rescinds Staff Legal Bulletin No. 14L (“SLB 14L”) (which was issued in November 2021) and addresses a number of interpretive issues in a manner that draws heavily from prior statements by the Commission interpreting Rule 14a-8.
SEC Division of Corporation Finance Revises and Issues New Compliance and Disclosure Interpretations on the Use of PX14A6G Filings
On January 27, 2025, the SEC’s Division of Corporation Finance issued new and revised Compliance and Disclosure Interpretations (“C&DIs”) that address the use of PX14A6G filings pursuant to Exchange Act Rule 14a-6(g). The interpretations appear here, as question and answer numbers 126.06 through 126.10. (Through a nifty new feature, the C&DI are accompanied by redlines that show the revisions made to Q&A 126.06 and 126.07, which are available here and here.)
Under Rule 14a-6(g), a PX14A6G filing is required whenever a shareholder owning more than $5 million of a company’s securities solicits other shareholders by recommending or encouraging other shareholders to vote in a particular way on a matter being voted on at a company’s meeting of shareholders.