2026 Shareholder Proposals Challenged by Companies
In November of 2025, the SEC Division of Corporation Finance issued a statement that it would be stepping back from responding to most “No Action” requests (a.k.a. “SEC Challenges”) by companies for the 2026 proxy season, a dramatic departure from decades of tradition. Previously, if a company sent the SEC a “No Action” letter seeking support for omitting a resolution from its proxy a resolution sponsor could respond, and SEC staff would review the arguments and issue a letter either supporting the company or the investor. The SEC’s dramatic announcement that they would no longer fulfill this role has left a vacuum that confused many companies and investors alike.
At present the SEC no longer reviews the arguments — it simply relies on a company’s representation that it believes the exclusion applies, and if the company requests a response, sends a letter stating that they have “No Objection” if the company omits the resolution. This rubberstamping is not even close to a useful opinion for a company or a shareholder and undermines a longstanding process. Investors are left with the option of filing suit to protect their resolution.
Fortunately, many companies have decided to adhere to decades of precedent and have not availed themselves of this “ No Objection” process. Others that have used it have continued dialogue with investors, reaching a meaningful agreement that led to the resolution’s withdrawal. In short, despite the SEC’s best efforts, these processes have remained a useful and productive avenue for engagement between investors and management.
ICCR has been tracking the year’s challenges to resolutions and are pleased to post the following chart that notes both the 30 plus challenges on Environmental and Social issues as well as approximately 50 challenges on governance resolutions. We hope you find this chart useful.
