Shareholder Representative As You Sow Raises Deep Concern About SEC Initiation of a Process to Eliminate Rule 14A-8
FOR IMMEDIATE RELEASE
If enacted, this would put an end to 83 years of federal enforcement of shareholders’ right to raise issues of concern about corporate risk.
EL CERRITO, CA — SEPTEMBER 1, 2026 — As You Sow today condemned the U.S. Securities and Exchange Commission’s initiation of a process to rescind Rule 14a-8, the federal regulation that has governed shareholders' right to file proposals at U.S. public companies since it was first adopted in 1942. The proposal, titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4,” was received by the Office of Information and Regulatory Affairs on August 28, 2026, and is designated economically significant.
For 83 years, Rule 14a-8 has given shareholders of public companies a guaranteed process to place advisory proposals on corporate proxy ballots, allowing investors to raise concerns directly with management and boards, and for fellow shareholders to understand the issues raised and to weigh in with their proxy votes. The rule has been a driving force behind governance reforms now considered standard practice, including majority voting, independent board leadership, and expanded corporate disclosure.
“Shareholder proposals provide the core infrastructure for corporate oversight, governance, and knowledge,” said Andrew Behar, CEO of As You Sow. “Rule 14a-8 is not a fringe mechanism. It is the basic plumbing that allows owners of public companies to hold management accountable. Rescinding it after more than eight decades increases risks to all shareholders by removing a critical oversight mechanism, putting all U.S. investors at greater risk.”
“It’s hard to understand the SEC’s rationale for proposing to shield companies from advisory shareholder input,” said Danielle Fugere. “The costs to companies of putting a quarter page statement on their proxy is miniscule compared to the cost to shareholders and the market of shielding issuers and their boards from investor concern about unaddressed risk.”
The SEC’s own proposal acknowledges the rule’s economic significance, underscoring how central it has become to U.S. capital markets since its Depression-era origins.
As You Sow notes that eliminating the rule would leave shareholders dependent on individual companies to voluntarily create their own proposal processes, with no federal floor of protection.
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.