Rules Navigator
Register

SEC Rule 14a-8

Allows eligible shareholders of public companies to include proposals in the company’s proxy materials for a vote at the annual meeting, serving as a key mechanism for shareholder engagement and corporate governance.

Rule Overview

Jurisdiction: United States

Regulator: SEC

Topic: Corporate Governance

Overview
Latest News
Further Reading

This rule provides a mechanism for shareholders to raise issues related to governance, social responsibility, or other corporate matters without undertaking the expense of their own proxy solicitation.

To be eligible, a shareholder must have continuously held at least $2,000 in market value, or 1% of the company’s voting securities, for at least three years (or meet certain thresholds for shorter durations).

Companies may exclude proposals under specific grounds, such as if the proposal relates to ordinary business operations, has already been substantially implemented, or falls under procedural deficiencies.

Latest News More on SEA 1934 Rule 14a-8 

Further Reading

Harvard Law School Forum on Corporate Governance Summary of Challenges under Rule 14a-8 Go to https://corpgov.law.harvard.edu/2025/06/05/season-end-summary-of-challenges-under-rule-14a-8-2/