# 2026-19260: SEC Eyes Ditching Federal Rules on Shareholder Proposals 2026-19260, Rescission of Rule 14a-8's Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4, is a Federal Register proposed rule from Securities and Exchange Commission published 2026-09-21, effective 2026-09-21; deemed significant under Executive Order 12866; PRIA reads it as touching household money (as of 2026-11-05). - Canonical: https://policyrisk.com/federal-register/2026-19260 - As of: 2026-11-05 - Plain-text twin of the page above; the HTML and this file carry the same facts. ## Facts - Document number: 2026-19260 - Title: Rescission of Rule 14a-8's Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4 - Type: Proposed Rule - Agencies: Securities and Exchange Commission - Citation: 91 FR 59904 - Published: 2026-09-21 - Effective: 2026-09-21 - Comments close: 2026-11-20 - Significant: yes (OIRA_API) - Touches household money: yes - Regulation identifier numbers: 3235-AN47 - Last updated: 2026-11-05 ## In one line SEC Eyes Ditching Federal Rules on Shareholder Proposals ## Summary The SEC wants to stop its federal rule that controls how shareholders can make proposals at company meetings, letting state laws and company rules take over instead. They’re also changing rules so companies can sometimes vote on proposals not in their official materials—but shareholders can opt out if they want. This affects investors and companies, with comments open until November 20, 2026, and could shake up how shareholder voices are heard and counted. ## Abstract The Securities and Exchange Commission ("Commission") is proposing to rescind Rule 14a-8 under the Securities Exchange Act of 1934 ("Exchange Act") and leave determinations about the role of shareholder proposals to State law and company governing documents. The Commission also is proposing to amend Rule 14a-4 under the Exchange Act to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company's proxy materials. At the same time, the proposed amendments to Rule 14a-4 would provide shareholders with the means to elect to prevent the company from exercising such authority with respect to their individual shares. ## Effects PRIA read - Federal rule forcing proxy proposals removed: cost, medium. If you own shares, the SEC proposes to rescind Rule 14a-8 so companies would no longer be federally required to include shareholder proposals in their proxy materials. Instead, whether your proposal must be included would be determined by State law or the company's governing documents. - Companies freed from federal inclusion duties: benefit, medium. If you run or own a company, the SEC proposes rescinding Rule 14a-8 so firms would no longer be federally required to include shareholder proposals in proxy materials; State law or company charters would decide inclusion instead. This gives companies greater control over what appears in their proxy… - Companies may use discretionary proxy votes: benefit, medium. The SEC proposes amending Rule 14a-4(c) to expand when a company may exercise discretionary voting authority on proxy cards for proposals that are presented at a shareholder meeting but not included in the company's proxy materials. This would give companies more flexibility to use proxies they rec… - Shareholders can opt out of discretionary voting: benefit, medium. The proposed amendments to Rule 14a-4 would give shareholders a way to elect to prevent the company from exercising discretionary voting authority with respect to their individual shares for proposals not included in proxy materials. You could choose to block the company from using your proxy on th… ## Related documents - [2026-21037](https://policyrisk.com/federal-register/2026-21037): Investment Company Cross Trading, 2026-10-15 - [2026-20466](https://policyrisk.com/federal-register/2026-20466): Adviser and Regulated Fund Custody Rules; Crypto Custody Rules, 2026-10-06 - [2026-18424](https://policyrisk.com/federal-register/2026-18424): Political Contributions by Certain Investment Advisers, 2026-09-10 - [2026-18190](https://policyrisk.com/federal-register/2026-18190): Transfer Agent Rules, 2026-09-04 - [2026-17183](https://policyrisk.com/federal-register/2026-17183): Regulation Crypto Assets, 2026-08-21 - [2026-12163](https://policyrisk.com/federal-register/2026-12163): The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS, 2026-06-17 ## Sources - [2026-19260 on federalregister.gov](https://www.federalregister.gov/documents/2026/09/21/2026-19260/rescission-of-rule-14a-8s-federal-regulation-of-shareholder-proposals-and-amendments-to-rule-14a-4) - [2026-19260 as published (PDF)](https://www.govinfo.gov/content/pkg/FR-2026-09-21/pdf/2026-19260.pdf) ## Related - [Previous: 2026-19259, Proxy Solicitation Modernization](https://policyrisk.com/federal-register/2026-19259) - [Next: 2026-19290, Privacy Act Regulations](https://policyrisk.com/federal-register/2026-19290) - [All Federal Register documents](https://policyrisk.com/federal-register) Source: PRIA, https://policyrisk.com/federal-register/2026-19260 (as of 2026-11-05).