Here’s the intro from this “Cooley Alert” penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner and Stephanie Gambino:
“The 2025 proxy season marked a turning point in the SEC’s administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Rule 14a-8), granted relief to nearly 70% of requests and, under newly issued Staff Legal Bulletin 14M (SLB 14M), rescinded perceived proponent-friendly guidance in place since 2021.
The guidance issued in SLB 14M reverses approximately four years of staff guidance and no-action letter precedent, which had effectively changed how the staff reviewed and analyzed whether shareholder proposals were eligible for exclusion from proxy materials under Rule 14a-8.
Although the staff began applying the principles of SLB 14M during the 2025 proxy season, the true impact of SLB 14M and how it will shape future proxy seasons is largely unknown. The 2025 proxy season has provided a preview of what might be on the horizon, but many uncertainties remain about how the staff will apply SLB 14M, especially now that it has had more time to evaluate its application to various arguments for exclusion of shareholder proposals under Rule 14a-8.”
Authored by
Broc Romanek