On September 16, 2026, the US Securities and Exchange Commission (SEC) issued two proposals that would substantially change the federal proxy framework.¹ One proposal would rescind Rule 14a-8 and amend Rule 14a-4(c), shifting shareholder proposal determinations toward state law and company governance documents (Release No. 34-106383). A second proposal would modernize proxy solicitation rules to reduce compliance burdens while preserving investor protections (Release No. 33-11439; 34-106385).

Taken together, these two proposals represent the most significant reform of the federal proxy framework in decades. If adopted, they would fundamentally change how shareholder proposals are governed and streamline several long-standing procedural requirements in the proxy solicitation process. The public comment period will remain open for 60 days following the publication of each proposing release in the Federal Register. Any final rules would likely not become effective for the upcoming 2027 proxy season. Accordingly, public companies should prepare to continue to operate under the current rules for their 2027 annual meeting.

Download the full alert of United States: SEC Proposes Proxy Framework Overhaul

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1 SEC Proposed Rule, “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4” (SEC Release No. 34-106383) and SEC Proposed Rule, “Proxy Solicitation Modernization” (SEC Release No. 33-11439; 34-106385).

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