2025 Shareholder Proposal Season: A First Glimpse at Key No-Action Request Results
Introduction After last year’s resurgence in both the submission rate and success rate of no-action requests for Rule 14a-8 shareholder proposals, the 2025 proxy season* saw a marked surge in the submission of no-action requests, while success rates appear to have remained roughly level with 2024. In February, the Staff of the Division of Corporation […]
Elizabeth A. Ising, Ronald O. Mueller, and Geoffrey Walter are partners at Gibson Dunn. This post was prepared for the Forum by Ms. Ising, Mr. Mueller, Mr. Walter, Lori Zyskowski, and Maggie Valachovic.
Introduction
After last year’s resurgence in both the submission rate and success rate of no-action requests for Rule 14a-8 shareholder proposals, the 2025 proxy season* saw a marked surge in the submission of no-action requests, while success rates appear to have remained roughly level with 2024. In February, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published guidance in Staff Legal Bulletin 14M (“SLB 14M”), reinstating standards based on Commission statements that preceded Staff Legal Bulletin 14L (“SLB 14L”). The following discussion highlights some of the key preliminary takeaways from the 2025 no-action request process.
Overview of No-Action Requests During the 2025 Proxy Season
- Submission, success and withdrawal rates. Continuing the trend from the 2024 proxy season (in which the number of shareholder proposals challenged in no-action requests rebounded to pre-2022 (and pre-SLB 14L) levels), the number of no-action requests rose again during the 2025 proxy season, up 38% compared to 2024. The Staff granted approximately 69% of no-action requests in 2025, which was relatively steady with the 68% success rate in 2024, signaling a continued trend of returning to the success rates in 2021 and 2020 (71% and 70%, respectively). However, looking more closely at 2025’s steady success rate reveals that it was driven in part by the successful exclusion of 37 proposals submitted by the same proponent—32 of which were excluded on procedural grounds and five of which were excluded on Rule 14a-8(i)(7) (under the “ordinary business” exception). Notably, those 37 wins represent over 18% of all successful no-action requests during the 2025 season.
