Client Alert: 2026 Proxy Statement and Form 10-K Season

Key Developments and Practical Takeaways for Public Companies

December 16, 2025  

Well, 10-K and proxy season is right around the corner. As public companies prepare, boards and management should expect continued regulatory focus on shareholder proposals, governance disclosures, cybersecurity oversight, capital management, and financial reporting transparency. While no single rule change dominates this season, several procedural and interpretive developments materially affect disclosure strategy and process planning.

Shareholder Proposals and Rule 14a-8 Developments

In February 2025, the Division of Corporation Finance issued Staff Legal Bulletin No. 14M, rescinding prior guidance and reaffirming a company-specific, fact-intensive approach to evaluating exclusions under Rule 14a-8. The staff emphasized that the availability of the ordinary business and economic relevance exclusions depends on whether a proposal raises a significant policy issue with a sufficient nexus to the company’s particular business, rather than on the proposal’s broader societal relevance alone.

SLB 14M also addresses recurring procedural issues, including proof-of-ownership letters and the use of images or graphics in shareholder proposals. The staff clarified that the 500-word limit in Rule 14a-8(d) does not categorically prohibit graphics, although proposals may still be excluded if they are materially false or misleading or otherwise violate the rule.

Reduced Availability of SEC No-Action Responses

In November 2025, the SEC announced a significant procedural shift affecting the 2026 proxy season. The staff stated that it will generally decline to provide substantive responses to no-action requests under Rule 14a-8, except for requests based on Rule 14a-8(i)(1) (improper under state law).

Companies must still comply with Rule 14a-8(j), including notifying the SEC and the shareholder proponent of the company’s intent to exclude a proposal no later than 80 calendar days before filing the definitive proxy statement. Any request for staff consideration must include an unqualified representation that the company has a reasonable basis for exclusion grounded in the rule, existing SEC guidance, or judicial precedent.

This change is expected to increase negotiation between companies and proponents and places greater emphasis on early internal review, board-level awareness, and careful assessment of litigation risk.

Proxy Advisory Firm Developments

Proxy advisory firms continue to exert significant influence over voting outcomes, particularly with respect to say-on-pay, director elections, and governance-related shareholder proposals. ISS has released updates to its 2026 benchmark voting policies addressing pay-for-performance alignment, equity plan design, board responsiveness to prior low-support votes, and unequal voting rights structures.

Although the regulatory framework governing proxy advisors has not materially changed, increased scrutiny of their role underscores the importance of clear disclosure and proactive shareholder engagement.

Cybersecurity Disclosures in Form 10-Ks

Cybersecurity remains a priority area for SEC review. Companies should ensure consistency between any cybersecurity incident disclosures made on Form 8-K and the annual disclosures in Form 10-K addressing cybersecurity risk management, strategy, and governance. The SEC continues to emphasize specificity, particularly regarding board oversight, management’s role, and how cybersecurity risks are identified and managed in practice.

Disclosure controls and procedures should be reassessed to confirm timely escalation and materiality determinations.

Capital Management and Share Repurchase Disclosure

Following the Fifth Circuit’s vacating the SEC’s share repurchase disclosure modernization rules, companies have reverted to the prior disclosure framework. While enhanced disclosures are no longer required, share repurchases remain an area of investor and regulatory focus.

Companies should review MD&A and liquidity disclosures to ensure accuracy, internal consistency, and alignment with board decision-making.

Accounting Standards Affecting 2026 Form 10-Ks

Several accounting standards will affect disclosures in 2026 Form 10-Ks. ASU 2023-09 introduces enhanced income tax disclosures, ASU 2023-07 expands segment reporting requirements, and ASU 2023-08 establishes a fair value accounting model for certain crypto assets.

These standards may require new data collection processes, enhanced controls, and expanded MD&A discussion, making early coordination with auditors and audit committees essential.

Conclusion

Public companies should update shareholder proposal response calendars, brief boards on Rule 14a-8 procedural changes, review proxy disclosures against updated proxy advisor policies, reassess cybersecurity disclosure controls, and engage early with finance teams and auditors regarding new accounting standards.

For further information, contact your CFDB attorney or:

Geoffrey R. Morgan
gmorgan@crokefairchild.com
414.588.2948

Sidney Kerley
skerley@crokefairchild.com
872.224.2910