SEC proposes to rescind Rule 14a-8 and modernise proxy solicitation process

The SEC has issued two proposing releases on its proxy rules under the Securities Exchange Act of 1934. One would rescind Rule 14a-8 and amend Rule 14a-4(c); the other modernises the proxy solicitation process. Comment periods run 60 days from Federal Register publication. This segment covers what each release changes and the statutory-authority argument driving the first.

• The SEC proposed to rescind Rule 14a-8 under the Securities Exchange Act of 1934, citing statutory authority limits and intrusion into state law.
• Rescission would leave the role of shareholder proposals to state law and company governing documents.
• The Commission proposed amendments to Rule 14a-4(c) on discretionary proxy voting authority.
• Solicitation amendments would eliminate the annual-report delivery requirement, drop the incorporation-by-reference delivery deadline, remove Notices of Exempt Solicitation, and cut the broker search period from 20 to five business days.
• Both comment periods remain open for 60 days after Federal Register publication.

Executive summary

The Securities and Exchange Commission on 16 September 2026 issued two proposing releases relating to its proxy rules under the Securities Exchange Act of 1934. The first proposes to rescind Rule 14a-8, which the Commission states exceeds the scope of…

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