Securities and Exchange Commission (SEC) Chairman Paul Atkins said that a major policy shift implemented last year — in which the staff stopped responding to companies’ no-action requests during the proxy season — did not result in the disruptions that some had predicted.
In November 2025, the SEC’s Division of Corporation Finance (CorpFin) announced that its staff would no longer respond to no-action letter requests related to Rule 14a-8 of the Securities Exchange Act of 1934, which governs rules on shareholder proposals, for the proxy season running from October 1, 2025, to September 30, 2026.
The announcement drew mixed predictions, Atkins said.
Some skeptics said that companies might systematically exclude most or all proposals, while others cited litigation risk or adverse recommendations from proxy advisers as reasons why companies might include proposals that they believed were excludable under Rule 14a-8.
“Nearly eight months later, it is clear that neither of these dire predictions materialized, and I am happy to report that the world did not end simply because the Commission staff stopped responding to no-action requests,” Atkins said at the Society for Corporate Governance Conference in Nashville, Tennessee on July 9.
A review of the proxy season in June by Cooley LLP noted that “despite the heightened drama of the 2026 shareholder proposal season…the year-over-year trends remained largely consistent with the prior year.”
ISS-Corporate also noted that “the overall proposal omission rate is on track to closely mirror 2025 levels despite the procedural changes and heightened litigation risk.”
Summarizing the season, Atkins said his “greatest takeaway is that the commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements.”
By contrast, in past proxy seasons, CorpFin staff spent significant time responding to the requests.
“It is difficult for me to order our talented staff to return to a tedious, and evidently ineffectual, task in future years when so many other vital filings and issues lie unattended awaiting a delayed resolution,” he added.
Disclosure reform
In his speech, Atkins, who has emphasized the materiality standard as the north star for disclosure requirements, provided more details about his thinking as the staff prepares to present proposed recommendations to “rationalize” the SEC’s disclosure rulebook.
A proposal to reform Regulation S-K is planned for the coming fall, according to the latest regulatory agenda, published on July 7.
As a first step in the rulemaking process, the SEC in January solicited comments on Reg S-K and has received over 100 letters. A few recommended including an overarching materiality qualifier—or a “materiality overlay”—applicable throughout Reg S-K.
Atkins said this idea is not new; it was raised in 2015 when the SEC pursued the Disclosure Effectiveness Initiative.
The qualifier would allow companies to omit immaterial information even if it is called for by a Reg S-K line item.
Atkins wants to revise Reg S-K so that companies provide important information to investors, rather than following strict rules that often result in irrelevant disclosures. But he said that even well-designed rules may not always ensure that all required information is material for every company, and that what seems important now may become unimportant as businesses evolve
“Because of these concerns, the ‘materiality overlay,’ as suggested by commenters, may be helpful to creating a principles-based disclosure regime that represents the ‘minimum effective dose of regulation’ and elicits material information based on the facts and circumstances of each company,” Atkins explained. “Meanwhile, market forces would drive disclosure of other information that may be desired by the company’s investors.”
He noted that this is already happening to some extent today when companies provide non-GAAP measures and key performance indicators.
However, Atkins said that reducing immaterial disclosures in SEC filings depends on companies actively using their discretion and judgment, especially when rules shift from prescriptive to principles-based. If companies simply copy peers or avoid removing outdated disclosures without considering materiality, it leads to excessive, unhelpful information.
While the SEC can set conditions to encourage meaningful disclosures, it cannot force companies to take responsibility, he said. Ultimately, companies must ensure their filings are clear, substantive, and focused on material information.
“To put it plainly to this group, the buck stops with you,” he said.
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