The 2025 proxy season brought a sharp increase in no-action requests under Rule 14a-8, with Securities and Exchange Commission (SEC) staff granting relief in nearly 70% of cases. Some of this shift reflects Staff Legal Bulletin (SLB) 14M, which rolled back prior guidance and recentered the analysis on company-specific facts and circumstances. As a result, environmental and social proposals framed too broadly or disconnected from a company’s core business faced steeper challenges, and arguments grounded in “ordinary business” or “micromanagement” proved more successful. The staff also showed a greater willingness to exclude entire proposals where supporting statements contained factual inaccuracies or overly prescriptive mandates.

Looking ahead to 2026, companies should begin sharpening th

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