SEC Proposes Proxy and Shareholder Proposal Changes

SEC Hot Topic, SEC News

On September 16, 2026, the SEC published two proposed rules which would change the proxy process.

A proposed rule titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4” would rescind Rule 14a-8 and essentially leave all aspects of the shareholder proposal process to state law. This follows the August 14, 2026, staff announcement that they would stop responding to all shareholder proposal no-action letter requests.  This proposed rule would also change how a company could exercise discretionary voting authority for proposals that were not included in proxy materials.  This proposal will have a 60-day comment period that begins after Federal Register publication.  You can read more in this Fact Sheet.

A second proposed rule titled “Proxy Solicitation Modernization” would make several changes to the proxy process including:

  • Eliminating the proxy rule requirement for an annual report to shareholders,
  • Eliminating the delivery deadline when documents are incorporated by reference into a proxy statement,
  • Eliminating Notices of Exempt Solicitation,
  • Shortening the minimum broker search period from 20 to five business days, and
  • Revising the cover pages of Schedules 14A and 14C.

This proposal will also have a 60-day comment period that begins after Federal Register publication.  You can read more in this Fact Sheet.

 

A New Financial Reporting and Accounting Unit Within the Enforcement Division

SEC News

On August 5, 2026, the SEC announced the creation of a new Financial Reporting and Accounting unit within the Enforcement Division.  In the related Press Release, David Woodcock, Director of the Enforcement Division, stated:

 “This new unit – which expands on the Division’s current and historical efforts to crack down on bad actors in the accounting and auditing profession – will be critical in our efforts to pursuing financial reporting fraud, as well as accounting and auditor misconduct more generally.”

The new unit will include both attorneys and accountants.

As always, your thoughts and comments are welcome!

SEC Chairman Atkins Remarks at the Society for Corporate Governance Conference

SEC News

On July 9, 2026, SEC Chairman Paul S. Atkins delivered remarks at the Society for Corporate Governance Conference.  In remarks that build on his previous speeches describing the “new day” at the SEC, Chairman Atkins described his views of our country’s founders’ basic principles, stating:

“Two hundred and fifty years ago, our Founders embraced basic principles.  That government must be limited. That its purpose is to set the conditions for prosperity, not to engineer it.”

He then went on to say:

“Presented with a 40 percent decline in public companies over the past few decades, we are summoned not to create more complexity nor reinvent our mandate, but to restore it to its foundation: that is, disclosure of material information.”

His remarks addressed a number of areas where he believes appropriate SEC rulemaking will encourage more companies to access our capital markets.  The first was reforming disclosure rules to be focused on materiality and perhaps including a “materiality overlay” in all disclosure requirements.  The second was reforming the shareholder proposal process.

As always, your thoughts and comments are welcome!

SEC Publishes Updated Market Statistics

SEC News

On July 1, 2026, the SEC’s Division of Economic and Risk Analysis published updated statistics and data visualizations focused on several aspects of the U.S capital markets.  As you can read in the related Press Release, the updates include information about IPOs, follow-on offerings, and a number of other capital market statistics.

The statistics and data visualizations webpage shows that in the first quarter of 2026 there were 99 IPOs which raised over $22 billion.  This compares to 84 IPOs that raised over $11.8 billion in the first quarter of 2025.

The number of issuers held steady at 7,754 for quarter one of 2026 compared to 7,750 for 2025.

As always, your thoughts and comments are welcome!

SEC 2026 Regulatory Agenda 

SEC News

On July 7, 2026, the most recent version of the SEC’s Regulatory Agenda was released.  In his Statement about the agenda SEC Chairman Paul S. Atkins stated:

“The 2026 Regulatory Agenda reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting investors; facilitating capital formation; and maintaining fair, orderly, and efficient markets – a charge that will guide the Commission as we continue to enact this important agenda.”

As you can read in Chairman Atkins’ remarks and the agenda itself, several of the projects focus on embracing innovation, addressing new technology, and reversing the decline in the number of public companies.

As always, your thoughts and comments are welcome!

CorpFin Makes Administrative Updates to the FRM

SEC News

On June 29, 2026, CorpFin announced a number of administrative revisions to its Financial Reporting Manual.  As you can read on the FRM homepage, the changes do not include any technical updates.  The revisions address issues such as changing references to Compliance and Disclosure Interpretations to Corporation Finance Interpretations and making formatting and editing changes.

As always, your thoughts and comments are welcome.

SEC Seeks Comment on Draft Strategic Plan

SEC News

On June 2, 2026, the SEC published its Draft Strategic Plan that, according to the related Press Release, “focuses on returning the agency to the core mission set by Congress more than 90 years ago: protecting investors; maintaining fair, orderly, and efficient markets; and facilitating capital formation.”

The draft plan focuses on three goals:

  • Renew our regulatory policy focus to support innovation, capital formation, market efficiency, and investor protection,
  • Shift our regulatory practices to increase stakeholder engagement, facilitate compliance efforts of market participants, and effectively return our enforcement approach to Congress’ original intent, and
  • Optimize our operational efficiency by enhancing our organizational structure, modernizing our technology, reforming employee performance management, and implementing robust internal performance reporting that incorporates accountability for resources and program success.

In the Press Release, which contains instructions about how to provide comments, SEC Chairman Paul S. Atkins stated:

“I encourage market participants and the general public to provide comment on best practices to ensure our regulatory framework upholds the United States as the best and most secure place to do business.”

As always, your thoughts and comments are welcome!

 

A Continuing Enforcement Priority?

Enforcement, Hot Topic

Over the years the SEC’s Enforcement Division has brought a number of cases against companies, including J.P. Morgan Securities LLC, CBRE, Inc. and The Brink’s Company, for violating Rule 21F-17(a) of the Securities Exchange Act of 1934.  This section of the Act prohibits companies from taking any action to limit communicating directly with the SEC concerning a possible securities law violation.

In a sign that this kind of violation will continue to be a focus area for the Enforcement Division, this May 22, 2026, Administrative Proceeding Summary announced settled charges against Foot Locker, Inc. for using separation agreements that violated Rule 21F-17(a).  The company entered into a cease and desist order and paid a $148,000 civil penalty.

As always, your thoughts and comments are welcome!

Enforcement Division Director Woodcock Articulates Priorities

Enforcement News

On May 13, 2026, in Remarks at the MFA Legal & Compliance 2026 Conference, newly appointed Enforcement Division Director David Woodcock discussed his approach to leading the Division.  Early in his remarks Director Woodcock stated:

“Simply put, my role is to ensure that our staff are empowered, supported, and equipped to execute the Commission’s mission. I intend to provide hands-on leadership that allows our teams to focus on the fundamentals – the blocking and tackling if you will, with professionalism, efficiency, and fairness.”

He then discussed his overall enforcement philosophy:

“As a matter of first principles, my goals are aligned to those of Chairman Atkins: to return the enforcement program back to basics. That means vigorously protecting investors and safeguarding markets, while also providing transparency and certainty to those we regulate.”

In the next section of his remarks, he discussed several types of fraud and manipulation:

  • Offering frauds,
  • Accounting and disclosure fraud,
  • Insider trading,
  • Market manipulation,
  • Fraud by foreign actors targeting U.S. markets and investors, and
  • Breaches of fiduciary duties by advisers misusing client assets.

In a deeper discussion of accounting and disclosure fraud, he outlined these recent actions with a focus on the individuals involved in each case:

“We are also prioritizing financial reporting matters that are important to ensure good corporate accounting and disclosures. For example in early 2026, we brought actions against a large agricultural processing and commodities trading company and three former executives for allegedly inflating the performance of a key business segment touted as an important growth driver. In another matter, we settled with a manufacturing company that we alleged violated the internal accounting controls and books and records provisions related to false entries in its inventory system and adjustments it made after reversing the improper income from those entries. In addition, we settled with two of the company’s executives for allegedly causing the violations. And in a third case, we settled with a public company and charged three of its former executives with allegedly making repeated false and misleading statements in public filings and financial statements to conceal unfavorable information about the company’s management and operations.”

As always, your thoughts and comments are welcome!

Two Major ACT (Advance, Clarify and Transform) Proposed Rules

Reporting, SEC News

As part of SEC Chairman Paul S. Atkins’ ACT strategy, and following the May 5, 2026, proposal for optional semiannual reporting, on May 19, 2026, the SEC proposed two major groups of amendments.  The proposals would:

Change the rules and forms for registered offerings to “increase efficiency, flexibility and cost savings for public companies while maintaining robust investor protections”, and

Simplify the public company reporting rules to “better calibrate disclosure obligations with a company’s size and maturity.”

As you can read in the related Fact Sheet, the proposed registered offering reform changes include:

    • Expanding eligibility to use Form S-3 and the shelf-registration process,
    • Enhancing registration and communication benefits in the offering process,
    • Allowing more broker-dealer research coverage,
    • Providing for preemption of state securities law registration and qualification requirements for registered offerings where securities will not be listed, and
    • Expanding provisions for both forward and backward incorporation by reference on Form S-1.

The commission estimates the proposals would increase the number of issuers eligible to use Form S-3 by 60% and increase the number of issuers eligible to use forward incorporation by reference in Form S-1 by 106%.

The Fact Sheet for the proposals to change the public company reporting framework would:

    • Increase the threshold for becoming a large-accelerated filer to $2 billion,
    • Provide that all other companies would be non-accelerated filers,
    • Make nearly all the current smaller reporting company disclosure accommodations available to non-accelerated filers,
    • Exempt all non-accelerated filers from the SOX 404 auditor’s attestation report requirement,
    • Create a category of small non-accelerated filers that would have longer Form 10-K and Form 10-Q deadlines, and
    • Provide that a newly public company would not become an accelerated filer for at least 60 months, regardless of public float.

The Commission estimates that if the proposal is enacted 19.2 percent of current filers will be large accelerated filers and 80.8 percent will be non-accelerated filers.

Both proposals will have a 60-day comment period.  You can read more and find links to the proposed rules in this Press Release.

Still to come are the expected proposals to change many Regulation S-K reporting requirements.

As always, your thoughts and comments are welcome!