United States

The Division of Corporation Finance has thoroughly considered its role in the Rule 14a-8 process for the 2025-2026 proxy season. Due to current resource and timing considerations following the lengthy government shutdown and the large volume of registration statements and other filings requiring prompt staff attention, as well as the extensive body of guidance from the Commission and the staff available to both companies and proponents, the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1). Pursuant to Rule 14a-8(j), companies that intend to exclude shareholder proposals from their proxy materials must still notify the Commission and proponents no later than 80 calendar days before filing a definitive proxy statement. We remind companies and proponents, however, that this requirement is informational only, there is no requirement that companies seek the staff’s views regarding their intended exclusion of a proposal, and no response from the staff is required.[1] In light of recent developments regarding the application of state law and Rule 14a-8(i)(1) to precatory proposals,[2] the Division has determined that there is not a sufficient body of applicable guidance for companies and proponents to rely on. As such, the Division will continue to review and express its views on no-action requests related to Rule 14a-8(i)(1) until such time as it determines there is sufficient guidance available to assist companies and proponents in their decision-making process. Although the Division will not respond substantively to submissions regarding companies’ intent to exclude shareholder proposals other than no-action requests related to Rule 14a-8(i)(1), we recognize that a company may wish to receive some form of a response to its notification that it …

The Securities and Exchange Commission’s Division of Examinations today released its 2026 examination priorities. The Division publishes its annual examination priorities to provide transparency to registrants and investors about the topics that the Division plans to focus on in the new fiscal year and to encourage firms to direct their compliance efforts on areas of potentially heightened risk. “Examinations are an important component to accomplishing the agency’s mission, but they should not be a ’gotcha’ exercise,” said SEC Chairman Paul S. Atkins. “Today’s release of examination priorities should enable firms to prepare to have a constructive dialogue with SEC examiners and provide transparency into the priorities of the agency’s most public-facing division.” The Division examines SEC-registered investment advisers, investment companies, broker-dealers, clearing agencies, and self-regulatory organizations, among others, for compliance with federal securities laws. The annual publication of the examination priorities furthers the SEC’s mission and aligns with the Division’s four pillars to promote and improve compliance, prevent fraud, monitor risk, and inform policy. “In this increasingly complex and changing financial and regulatory environment, we strive to improve compliance in a way that that is both transparent and practical,” said Keith Cassidy, Acting Director of the Division of Examinations. “Fiscal year 2026 marks an important time for the Division to build on our strengths, advance our mission with renewed focus, and ensure that our examination program continues to protect the investing public and support fair and orderly capital markets.” For fiscal year 2026, in addition to conducting examinations in core areas such as fiduciary duty, standards of conduct, and the custody rule, the Division will also examine for compliance with new rules, such as the 2024 amendments to Regulation S-P. As with previous years, the Division will prioritize …

By Announcement today, the Division of Corporation Finance has apparently determined that, as a matter of “resource and timing considerations,” it will not respond to no-action requests for relief under Rule 14a-8. But, this Announcement is more of a giveaway to issuers than an exercise in resource allocation. And, more directly, it is an act of hostility toward shareholders. For example, although the Announcement headlines that staff will not issue no-action relief to companies seeking to exclude shareholder proposals this proxy season—staff is purportedly being neutral and staying out of the mix—the Announcement later allows that, if a company really wants the SEC’s blessing and asks nicely (think, “pretty pretty please”), then all the company needs to do is cite to a rule provision and the Division will issue “no objection” relief. The Division will take the company’s request at face value—(“the Division will not evaluate the adequacy of the representation or express a view on the basis or bases the company intends to rely on in excluding the proposal”). And, notwithstanding that the Division will not do any substantive review of the company’s representations or interpretations, “the Division will respond with a letter indicating that, based solely on the company’s or counsel’s representation, the Division will not object if the company omits the proposal from its proxy materials.” It is one thing to announce that the Division is not in the business of issuing no-action letters due to resource constraints. It is another thing entirely to pronounce—tell us what you want us to say and we’ll bless it. Indeed, the Division will “not object” even if it would have disagreed with the company’s analysis had it substantively reviewed the submission. And, the Division will apparently “not object” even if the representations are unreasonable on their face or contain misrepresentations or omissions. Why should the Division “not object” when a submission is clearly …

The Securities and Exchange Commission today announced that Antonia M. Apps, Deputy Director of the Division of Enforcement (Northeast), will conclude her tenure with the agency effective Dec. 1, 2025. “I thank Antonia for her steadfast leadership in her different roles in the Division of Enforcement and her commitment to the staff and the SEC’s mission,” said SEC Division of Enforcement Director Margaret A. Ryan. “Her strategic counsel and analysis, her willingness to take on complex issues, and her dedication to the staff and the agency have earned her the deep respect of her colleagues during her tenure at the SEC. I wish Antonia all the best in her next endeavor.” Ms. Apps said, “I want to thank Acting Chairman Mark Uyeda for entrusting me with the opportunity to help lead the exceptionally talented staff of the Division of Enforcement, first as Acting Deputy Director for the entire Division and then as Deputy Director overseeing the New York, Boston, Philadelphia, and Chicago regional offices. I am proud of the Division’s collaboration with colleagues across the agency and with outside government partners to advance the Commission’s mission of protecting investors and promoting fairness and integrity in our markets. It has been a privilege to help lead the Division this year and to serve as head of the New York Regional Office for the preceding two years. Throughout my tenure, I have been consistently inspired by the dedication, integrity, and resilience of the staff who define this great agency. As I move on to my next chapter, I remain confident that this Division and the SEC will continue to meet the evolving challenges of our markets with determination, skill, and commitment to the public interest.” Ms. Apps served as Regional Director of the New York Regional Office from January 2023 through January 2025. In this role, she oversaw an office of over 600 attorneys, accountants, investigators, securities compliance examiners and others, and led the …