Client Alert: SEC Revises Thresholds and Processes for Shareholder Proposals under Rule 14a-8
On September 23, 2020, the Securities and Exchange Commission, or the SEC, adopted rules to significantly modify the shareholder proposal process under Rule 14a-8 of the Exchange Act. The amended rules are intended to reduce the cost and burden borne by public companies in complying with Rule 14a-8 while allowing for shareholders who have a meaningful economic stake in the company to influence the corporate governance and direction of the company. Similar to its other recent amendments to its proxy advisor rules and Regulation S-K, the SEC was informed by changes in technology and how companies interact with shareholders in an age of electronic communication and social media and thoroughly considered the burdens of compliance with Rule 14a-8 in adopting the amendments.
The amended rules are effective 60 days after publication in the Federal Register and will apply to any shareholder proposal submitted for a shareholder meeting held on or after January 1, 2022, except for a transition period with respect to certain of the ownership thresholds discussed in this article.
To read the full article, please click here.
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© 2026 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information on legal matters and/or firm news of interest to our clients and colleagues. Readers or attendees should seek specific legal advice before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a similar outcome. Jenner & Block London LLP, an affiliate of Jenner & Block LLP, is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number 615729. Information regarding the data we collect and the rights you have over your data can be found in our Privacy Notice. For further inquiries, please contact dataprotection@jenner.com.
On September 23, 2020, the Securities and Exchange Commission, or the SEC, adopted rules to significantly modify the shareholder proposal process under Rule 14a-8 of the Exchange Act. The amended rules are intended to reduce the cost and burden borne by public companies in complying with Rule 14a-8 while allowing for shareholders who have a meaningful economic stake in the company to influence the corporate governance and direction of the company. Similar to its other recent amendments to its proxy advisor rules and Regulation S-K, the SEC was informed by changes in technology and how companies interact with shareholders in an age of electronic communication and social media and thoroughly considered the burdens of compliance with Rule 14a-8 in adopting the amendments.
The amended rules are effective 60 days after publication in the Federal Register and will apply to any shareholder proposal submitted for a shareholder meeting held on or after January 1, 2022, except for a transition period with respect to certain of the ownership thresholds discussed in this article.
To read the full article, please click here.
Related Lawyers
Related Capabilities
Related Locations
© 2026 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information on legal matters and/or firm news of interest to our clients and colleagues. Readers or attendees should seek specific legal advice before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a similar outcome. Jenner & Block London LLP, an affiliate of Jenner & Block LLP, is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number 615729. Information regarding the data we collect and the rights you have over your data can be found in our Privacy Notice. For further inquiries, please contact dataprotection@jenner.com.
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