Chair Paul Atkins’ SEC has emphasized materiality to investors above all else, and the agency’s 2026 rulemakings reflect this shift. The first wave of change lightened the disclosure burden for smaller filers and removed the SEC almost entirely from the shareholder proposal process. A second proposal aimed at streamlining disclosure for the largest companies is expected to hit this fall.
Why it matters: We are likely entering an era of increased flexibility when it comes to proxy disclosure (and hopefully, pay design)—but that flexibility will also mean more uncertainty.
Wave #1 (Proposed in May):
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Semiannual reporting: The proposed rule would allow public companies to report earnings twice a year rather than quarterly. It is uncertain how many companies will scale back on their reporting cadence, as investors have mixed reactions.
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Simplified filer categories: A second proposal, supported by the Association, would impact about 81% of public companies who would now qualify as non-accelerated filers.
Wave #2 (Expected this Fall):
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Streamlining disclosure: A draft proposal of a much-awaited rule that would reduce disclosure for all companies has been submitted to the White House’s Office of Information and Regulatory Affairs (OIRA) for review.
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The goal is to “rationalize” requirements, which could mean simpler compensation tables, reduced number of NEOs and a new perks test.
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OIRA has 90 days to review the proposal, but it will likely not take that long, meaning the Commission could approve a proposed rule as early as September.
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Shareholder proposal modernization: The SEC has stated staff will no longer respond to requests to exclude shareholder proposals under Rule 14a-8.
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The Commission is now expected to propose amendments to, or a repeal of, Rule 14a-8 itself.
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This change may have mixed results: Boards are spending more time on opposition statements and shareholder engagement, while proponents may be driven to litigation if a proposal is excluded.
