Governance Briefing — SEC tightens Rule 14a-8 shareholder proposal thresholds

Executive briefing: The SEC’s Rule 14a-8 amendments increase initial ownership and holding-period requirements, add tiered resubmission thresholds, and require proponents to engage with issuers before resubmitting, changing how companies triage and track shareholder proposals.^{Release No. 34-89964 pp. 9–16, 35–48}

Programme steps

• Update eligibility reviews. Refresh proxy season checklists to apply the new $25k/1 year, $15k/2 year, or $2k/3 year ownership alternatives and document evidence received from proponents.
• Recalibrate resubmission triggers. Train corporate secretary teams on the 5%/15%/25% resubmission thresholds and the one-year cooling-off period after multiple low-vote proposals.
• Capture engagement records. Create a workflow to log shareholder–issuer discussions required under the new engagement provision before proposals are filed.

Sources

• SEC Release No. 34-89964 — Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8
• SEC press release on Rule 14a-8 amendments

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