Proxy Season Highlights: What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026
Summary
The 2025 proxy season marked a clear shift in SEC staff practice after the release of Staff Legal Bulletin 14M (SLB 14M). SLB 14M rescinded the more proponent-friendly SLB 14L and restored a company-specific, facts-and-circumstances approach to exclusions under Rule 14a-8(i)(5) (economic relevance) and (i)(7) (ordinary business). Companies filed substantially more no-action requests than in prior years and received mixed success, with the staff granting relief in many cases but also signalling a demand for detailed, company-specific nexus and factual showings.
Key Points
- SLB 14M (Feb 2025) rescinded SLB 14L (2021) and reinstated a company-specific nexus test for (i)(5) and (i)(7).
- 371 no-action requests were submitted in the 2025 season (35% increase year-over-year); the staff issued 355 decisions.
- Overall outcomes: 199 grants of relief, 87 denials and 69 withdrawals (with substantive and procedural grants split across categories).
- Most successful exclusion bases: ordinary business/micromanagement (87 grants), substantial implementation (23 grants), false or misleading (7 grants) and procedural defects (69 grants).
- The staff demanded more detailed nexus arguments under Rule 14a-8(i)(7) and increasingly scrutinised supporting statements under Rule 14a-8(i)(3) for factual inaccuracies.
- Procedural wins (proof-of-ownership and timeliness) remained a reliable path to exclusion; one prolific proponent accounted for many ownership defects.
- No-action letter practice pointers: provide the absolute final proxy print date, redact PII, do not include a copy of Rule 14a-8, and correspondence beyond the proposal itself is not required where only substantive arguments are made.
- Preparing for 2026: early holder outreach, disclosure audits and pre-drafted fallback settlement frameworks will help companies navigate a likely more exacting season.
Content summary
SLB 14M immediately shifted the analytical lens back to company-specific facts, meaning companies must show how a given proposal relates to their business or why it fails to focus on a sufficiently company-related policy issue. Although SLB 14M was issued mid-season, about 30 supplemental letters invoked its principles and produced mixed success rates (roughly 50% grants for (i)(7) supplements and 33% for (i)(5) supplements).
Statistically, the season saw a notable rise in no-action activity: 371 requests, 355 staff decisions, 199 grants (including 130 substantive grants), 87 denials and 69 withdrawals. Ordinary business/micromanagement was the leading successful exclusion basis (87 grants), while substantial implementation and procedural bases also produced meaningful wins. Importantly, the staff demonstrated a renewed willingness to exclude proposals under (i)(3) where supporting statements were factually false or materially misleading.
Context and relevance
This analysis matters for corporate secretaries, general counsel, investor relations and governance advisers. The return to a facts-and-circumstances nexus test makes the quality and specificity of company submissions critical. The mixed results in 2025 show that victory under Rule 14a-8 now more often turns on granular, company-specific evidence and careful drafting than on broader precedent alone. Trends to watch include the staff’s approach to (i)(3) challenges, whether proponents will change drafting strategies in response to SLB 14M, and whether procedural enforcement will prompt more routine no-action filings.
Why should I read this?
Short version — if you handle shareholder proposals or governance, this is vital. SLB 14M rewrites the playbook: you need sharper, company-tailored arguments and cleaner admin processes. We’ve cut through the dense letters and stats so you don’t have to slog through the season yourself — follow the practical prep tips and you won’t be caught flat-footed next year.