Shareholder Proposals

Shareholder Proposal Developments During The 2026 Proxy Season

August 21, 2026 | Posted by Aaron Briggs; Elizabeth A. Ising; Julia Lapitskaya; Ronald O. Mueller; Geoffrey E. Walter; Lori Zyskowski; Maggie Valachovic; Victor Twu; Michael Svedman; Andrea Shen; Antony Nguyen; Chris Doherty; Jenny Chen; Olivia Field; Cody Wong; Thomas W. Franck; Chelsea Werner Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; SEC Rulemaking and Guidance; Shareholder Proposals

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).

SEC Division of Corporation Finance Withdraws Indefinitely from the Shareholder Proposal Process

August 18, 2026 | Posted by Aaron Briggs; Mellissa Campbell Duru; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane; Julia Lapitskaya; Ronald O. Mueller; Michael A. Titera; Geoffrey E. Walter; Lori Zyskowski Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

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.

Updated Summary of Director Education Opportunities Now Available (July 2026)

July 1, 2026 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of July 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. Some of the new opportunities are available for both public and private companies’ boards.

Key Current Securities and Governance Issues for Boards of Directors

June 16, 2026 | Posted by Aaron Briggs; Mellissa Campbell Duru; Andrew L. Fabens; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane; Julia Lapitskaya; Ronald O. Mueller; Michael A. Titera; Lori Zyskowski; Geoffrey E. Walter; Matthew L. Dolloff Topic(s): Corporate Governance; Disclosure; Executive Compensation; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

Navigating recent SEC rule proposals, shifting investor engagement, and other new securities regulation and corporate governance developments.

Updated Summary of Director Education Opportunities Now Available

April 13, 2026 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of April 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.

The End of (Most) PX14A6G Filings and Other New Proxy/Executive Compensation Interpretations

January 26, 2026 | Posted by Andrew L. Fabens; Gina Hancock; Julia Lapitskaya; Krista P. Hanvey; Mellissa Campbell Duru; Ronald O. Mueller Topic(s): Compensation Committee; Disclosure; Executive Compensation; Proxy Statements and Annual Meetings; Shareholder Proposals

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.

Updated Summary of Director Education Opportunities Now Available

January 15, 2026 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

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.

Updated Summary of Director Education Opportunities Now Available

October 15, 2025 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

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.

SEC Chairman Atkins Comments on Rule 14a-8 Challenges to Non-Binding Shareholder Proposals, as well as Delaware and Texas Corporate Laws

October 9, 2025 | Posted by Ronald O. Mueller; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

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

September 30, 2025 | Posted by Mellissa Campbell Duru; Thomas J. Kim; Elizabeth A. Ising; Andrew L. Fabens Topic(s): Capital Markets; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Shareholder Proposals; Underwriters and Agents

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.