This briefing provides a high-level overview of the US Securities and Exchange Commission (“SEC” or “the Commission”) “no-action” review process which supports the shareholder proposal process.

On November 17, 2025, the SEC Division of Corporation Finance (“the Division”) announced a temporary change to its role in the no-action review process for shareholder proposals submitted under Rule 14a-8 under the Securities Exchange Act of 1934 (“Exchange Act”).

The intended audience for this document is PRI signatories who are unfamiliar with the SEC’s no-action process, and specifically those who have an interest in filing shareholder proposals with the companies in which they have an ownership stake.  

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