Governance proposals now lead shareholder filings as the SEC proposes to end Rule 14a-8
Sullivan & Cromwell reports that governance proposals were the majority of Rule 14a-8 submissions in H1 2026 for the first time since 2012. The SEC's plan to eliminate the rule leaves the right to file for the core 2027 proxy season intact, the firm says.
The Board Room · Leadership desk
Bar comparison of the change in Rule 14a-8 submissions in H1 2026: governance proposals up 29%, environmental, social and political proposals down 35%, compensation proposals down 65%.
Change in Rule 14a-8 submissions, H1 2026 In % change
| Item | Value | Claim |
|---|---|---|
| Governance proposals | 29% change | 2 |
| Environmental, social, political | −35% change | 2 |
| Compensation proposals | −65% change | 2 |
What happened
- AI-related proposals rose 122% and covered a broader range of governance and ESP issues.
- SEC staff largely suspended its review of proposal exclusions this season, and notices to exclude shareholder proposals fell 51%.
- No ESP proposal passed for the first time in over a decade, and the number of passing proposals fell 49%.
Why it matters
- decision A board building its 2027 calendar still has to plan for Rule 14a-8 filings, with independent chair and written consent as the two governance topics Sullivan & Cromwell names behind the increase.
- constraint If staff keeps its November posture, a company has no staff view to lean on in an exclusion fight, and 63% of 2026 submissions reached a vote.
- contradiction Average support held at 23% against 22%, yet passing proposals fell 49%. Average support is a weak guide to whether a given proposal passes.
- precedent AI proposals grew 122% across both governance and ESP issues, so a company tracking only the ESP decline would miss a topic that runs through both categories.
The majority is partly a matter of denominators. Governance proposals rose 29% in H1 2026 while total submissions fell 15% [2]. For governance to exceed half of the 2026 total on those movements, it had to start at about a third of H1 2025 submissions or more: 0.5 x 0.85 / 1.29 is roughly 0.33 [15]. The categories around it shrank hard. Environmental, social and political (ESP) proposals fell 35% and compensation proposals 65% [2], and diversity, equity and inclusion proposals fell 61% [4].
Sullivan & Cromwell attributes the governance rise to independent chair proposals, up 227%, and written consent proposals, up 410% [3].
The volume that remained is concentrated. The number of proposals from Chevedden and "anti-ESG" proponents held level, and they accounted for 42% and 19% of total submissions, respectively [6].
The exclusion process changed as well. On November 17, 2025, SEC staff announced that for the 2026 season it would stop substantively reviewing most no-action requests, and that the only basis for exclusion it would give a view on was Rule 14a-8(i)(1) [13]. Notices to exclude fell 51% [7], and 63% of submissions reached a vote [11]. Proponents sued six companies over exclusions and won a preliminary injunction in one [8]. The announcement was framed for the 2026 season.
Votes tell a mixed story. ISS recommended in favor of 12% more shareholder proposals, and governance proposals made up 85% of its "FOR" recommendations [9]. But the largest institutional investors expanded pass-through voting and announced in-house voting platforms designed to decrease the influence of proxy advisor recommendations [10]. We would not treat ISS support as a settled predictor of 2027 outcomes until results under those platforms are in.
The SEC announced on September 4, 2025 that it was considering amendments to Rule 14a-8 "to reduce compliance burdens for registrants and account for developments since the rule was last amended" [14]. The recent proposal goes further and would eliminate the rule [1]. Sullivan & Cromwell says it will not affect shareholders' right to submit proposals for the core 2027 proxy season [1], and the firm expects pending SEC reforms to reshape the proxy season [16]. The memo's summary gives percentage changes without proposal counts, sets no timetable for a final rule, does not define "core," and does not say whether staff will keep its no-action posture for 2027.
What to watch
- Whether the SEC finalizes elimination of Rule 14a-8, and what timetable and carve-out for the 2027 season the final text sets.
- Whether SEC staff keeps its November 2025 no-action posture for the 2027 season or restores substantive review.
- Whether more proponents follow the six who sued over exclusions, given the one preliminary injunction they won.
Clarity's read
What the record supports and how the coverage leans. The claims behind it follow.
Reality
- Evidence58
- Adoption
- Insufficient
- Hype gap
- Insufficient
- Incentives
- Insufficient
- Confidence60
Claim ledger
Ranked by verification strength, evidence, and original report placement.
- [1]
The SEC recently proposed to eliminate Rule 14a-8 shareholder proposals, but the proposed rulemaking will not affect shareholders' right to submit Rule 14a-8 proposals for the core 2027 proxy season.
- [2]
Total Rule 14a-8 submissions fell 15% in H1 2026; environmental, social and political proposals decreased 35% and compensation proposals 65%, while governance proposals increased 29%.
- [3]
Governance proposals represented the majority of submissions for the first time since 2012, driven by a 227% increase in independent chair proposals and a 410% increase in written consent proposals.
- [4]
Proposals related to diversity, equity and inclusion topics decreased by 61% in H1 2026.
- [5]
AI-related proposals increased by 122% in H1 2026 and covered a broader range of governance and ESP issues.
- [6]
Notwithstanding the overall drop in submissions, the number of proposals from Chevedden and anti-ESG proponents remained level, accounting for 42% and 19% of total submissions, respectively.
- [7]
The SEC staff largely suspended its review of proposal exclusions this proxy season; under the new process, notices to exclude shareholder proposals declined by 51%.
- [8]
Proponents sued six companies for excluding proposals, obtaining a preliminary injunction in one case.
- [9]
ISS recommended in favor of 12% more shareholder proposals, with governance proposals accounting for 85% of its FOR recommendations.
- [10]
The largest institutional investors bifurcated stewardship teams, expanded pass-through voting and announced in-house voting platforms designed to decrease the influence of proxy advisor recommendations.
- [11]
With fewer exclusions and settlements this season, 63% of submissions reached a vote.
- [12]
No ESP proposals passed for the first time in over a decade, while overall shareholder support remained level (23% v. 22% in H1 2025) and the number of passing proposals decreased by 49%.
- [13]
On November 17, 2025, SEC staff announced that, for the 2026 proxy season, it would no longer substantively review most no-action requests or express views on any basis for exclusion other than Rule 14a-8(i)(1).
- [14]
On September 4, 2025, as part of its rulemaking agenda, the SEC announced it was considering amendments to Rule 14a-8 "to reduce compliance burdens for registrants and account for developments since the rule was last amended."
- [15]
For governance proposals to exceed 50% of 2026 H1 submissions after a 29% rise while the total fell 15%, governance had to be at least about 33% of H1 2025 submissions.
- [16]
Sullivan & Cromwell states that pending SEC regulatory reforms will reshape the proxy season.
Sources
1 independent publisher whose own reporting we read for this story.
- corpgov.law.harvard.edu2026 Proxy Season Review: Submission of Rule 14a-8 Shareholder Proposals
1 article · October 13, 2026
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