‘No Action’ Reaction: ICCR Questions SEC’s Controversial Shareholder Stance

27 January 2026

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By Jack Grogan-Fenn

The Interfaith Center on Corporate Responsibility (ICCR) has expressed “concern” about the US Securities and Exchange Commission’s (SEC) decision to not respond to ‘no action’ requests to exclude shareholder proposals during the 2026 proxy season.

“The recent announcement by the SECʼs Division of Corporation Finance that its staff will not, during the 2026 proxy season, ‘… respond to no-action requests related to any basis for exclusion other than [Rule] 14a-8′ leaves both companies and investors in uncertain, uncharted waters,” ICCR said in a statement. “The lack of staff input deprives companies and proponents of an orderly and time-honored process.”

The commission announced the controversial choice in November, as reported by Minerva Analytics, which drew criticism from many shareholders and other stakeholders. The decision risks handing unprecedented discretion to corporate management and sidelining investor voices on key environmental and social issues.

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Key Client Takeaways:

ICCR Warns of Uncertainty

• ICCR has sharply criticised the SEC’s decision to stop responding to most no‑action requests during the 2026 proxy season, arguing it dismantles a “time‑honored process” and leaves both companies and investors in “uncharted waters.”

Companies Face Higher Legal Risk

• With no staff review to guide exclusion decisions, companies that omit shareholder proposals may expose themselves to litigation, as highlighted by ICCR, while investors may increasingly need to rely on the courts if engagement with firms fail.

Prominent SEC Dissatisfaction Pre-Peak Proxy Season

• Many stakeholders are frustrated with the SEC’s administration of the shareholder proposal process, with a significant portion of respondents rating it poorly, reflecting broader discontent cutting across both companies and investors.

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“We are concerned about the Division’s new approach and believe that companies would be unwise to rely on it as a basis to unilaterally decide to omit a resolution without considering further input from proponents,” said ICCR. “For decades, shareholder proposals have been a key mechanism for investors to engage with the companies they own, and they have become an indispensable part of corporate governance. Shareholder engagement has encouraged many companies to adopt governance policies that are now widely adopted as best practices and recognized as important to long-term value creation.”

Timothy Smith, Senior Policy Advisor at the ICCR, told Minerva Analytics, that the SEC’s decision to “exit from the shareholder resolution process this year has put considerable strain on both companies and investors alike”. “It leaves companies needing to evaluate, without SEC input, whether they should include or omit properly submitted resolutions on their proxy statements,” he added, “and investors are left with difficult choices as well including whether to go to the courts or challenge a company by voting against the Board.”

The SEC’s choice potentially means shareholders need to turn to litigation to voice their concerns about investee companies should engagement efforts fail, as highlighted by New York State Comptroller Thomas DiNapoli earlier this month. ICCR added that companies could open themselves up to legal action if they opt to exclude resolutions.

“The giant invitation by the SEC encouraging companies to test resolution viability by arguing they are not required to be included by companies incorporated in Delaware is a huge challenge,” warned Smith. “Any company attempting this approach paints a huge target on its back and inevitably would wind up in the Courts since such a ruling would result in the demise of the shareholder resolution process”.

The SEC’s is set to not reply to ‘no action’ appeals from 1 October 2025 through 30 September 2026. However, ICCR flagged that going forward there is “no signal about whether the SEC staff will continue its withdrawal from its arbiter role” beyond the 2026 proxy season, a concern shared by fellow shareholders and other stakeholders.

The SEC’s move followed a series of rule changes under Chair Paul Atkins, including higher investment thresholds and tougher resubmission criteria, which were covered in Minerva Analytics’ 2025 Proxy Season Review and Shareholder Proposal Voting Trends Report 2025. Last year also saw Republicans make several attacks on Rule 14a-8, with Congress scrutinizing whether shareholder proposals serve narrow activist goals or broader investor interests.

The commission’s change in ‘no action’ stance has been forecast to primarily impact ESG-focused shareholder proposals, although it appears it will also have some effect on anti-ESG resolutions. Some have predicted that there may be a drop in the overall number of resolutions during the 2026 proxy season.

Disney’s recently released proxy statement seems to suggest some of these trends are accurate. Three of the four of the shareholder proposals to be voted on at its 2026 AGM came from anti-ESG proponents. This is in fact an increase on the three shareholder proposals which were voted on at Disney’s 2025 AGM. However, the resolution from pro-ESG proponent As You Sow was the most successful, securing more than 7% of votes in favour, while neither of the resolutions from anti-ESG proponents surpassed 1.5% support.

Disney had filed ‘no action’ requests against three of the four shareholders which will be voted on at its 2026 AGM. The company stated that it had decided to include the proposal in its proxy statement despite believing that it “does not meet the requirements of Rule 14a-8”. This is not a novel decision, with Costco similarly opting to include a shareholder proposal from an anti-ESG shareholder proponent which it had previously filed a ‘no action’ request against, as reported by Minerva Analytics. Shareholders have also publicly lambasted companies for excluding proposals without SEC approval under the new rules, as is the case with John Chevedden seeing his resolution rejected at US tech firm Cadence Design Systems over alleged “micromanagement”, as reported by Minerva Analytics.

While shareholders and companies are split over their opinions on ‘no action’ requests and Staff Legal Bulletins 14L and 14M as shown in a recent survey from the John L. Weinberg Center for Corporate Governance, many of the two groups were united in an overall dissatisfaction with the SEC. As reported by Minerva Analytics, 28% of the 519 respondents rated the process at two stars or fewer out of five stars, while just shy of 23% ranked it as three-stars. The report presenting the survey results highlighted that “dissatisfaction with the SEC’s administration of the shareholder proposal process is widespread and consistent”.

Earlier this month, the ICCR filed a Motion for Summary Judgment in its challenge against controversial Texas statute Senate Bill 2337, as reported by Minerva Analytics. The ICCR jointly filed the suit in federal court in November 2025 alongside the United Church Funds and Ceres which argued that the law that imposes “unprecedented and burdensome unconstitutional obligations” on the Center and similarly situated organisations. A trial on the bill is expected to start next month.

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Last Updated: 27 January 2026