SEC Proposes Rescinding Rule 14a-8 Shareholder Proposal Rule and Expanding Discretionary Proxy Votin
The SEC has proposed rescinding Exchange Act Rule 14a-8, which would end the federal framework governing shareholder proposals and defer to State law and company governing documents. It would also amend Rule 14a-4 to broaden the circumstances in which companies may use discretionary voting authority on proposals not included in their proxy materials. Compliance and corporate governance teams should assess the potential effect on shareholder engagement, proxy processes, and legal risk.


