Donald Kalfen
The SEC withdrew fourteen proposed rules covering a broad range of topics.
Among the withdrawn rules is the SEC proposed rule on the exclusion of certain shareholder proposals.
The SEC’s action appears consistent with the administration’s drive for de-regulation and regulatory simplification.
On June 12, 2025, the SEC released a notice of withdrawal of fourteen proposed rules. In the release, the SEC noted that it does not intend to issue final rules with respect to these proposals. The SEC does not commonly withdraw proposed rules.
Withdrawn Proposed Rule on Bases for Excluding Shareholder Proposals
The withdrawn proposed rule of likely greatest interest to corporate boards relates to the bases for excluding shareholder proposals from the corporate proxy.
On July 27, 2022, the SEC published a rule proposal that would have amended certain substantive bases for exclusion of shareholder proposals under the SEC’s shareholder proposal rule.¹ The proposed amendments would have revised the substantial implementation, duplication and resubmission bases for excluding shareholder proposals in the following respects:
In effect, the proposed rule would have made it more difficult for a company to exclude a shareholder proposal based on any of these three reasons.
Other Withdrawn Proposed Rules
The other proposed rules chiefly relate to investment advisers, market participants and crypto regulation. The proposed rules would have imposed compliance requirements on registered investment advisers related to (i) conflicts of interest and predictive data analytics, (ii) safeguarding client assets, (iii) cybersecurity risk management, (iv) ESG disclosures, and (v) outsourcing.
¹ For more details on the proposed rule, refer to Meridian Client Update dated August 3, 2022, which is available here: https://www.meridiancp.com/insights/sec-proposes-amendments-to-shareholder-proposal-process/.
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The Client Update is prepared by Meridian Compensation Partners’ Governance and Regulatory Team led by Donald Kalfen. Questions regarding this Client Update or executive compensation technical issues may be directed to Donald Kalfen at 847-235-3605 or dkalfen@meridiancp.com.
This report is a publication of Meridian Compensation Partners, LLC, which provides general information for reference purposes only, and should not be construed as legal or accounting advice or a legal or accounting opinion on any specific fact or circumstances. The information provided herein should be reviewed with appropriate advisors concerning your own situation and issues.