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Last week delivered the first holistic look at how the Securities and Exchange Commission (SEC) plans to tackle its reform agenda, with fewer regulatory burdens on public companies and crypto at the center of its priorities. Shareholder proposals dominated most onlookers’ instant reactions, possibly because of the prominence given to them by the regulator itself. At the Society for Corporate Governance conference in Nashville, Tennessee, SEC Chair Paul Atkins suggested the agency is unlikely to return to its traditional role as referee in most no-action disputes, casting the 2026 season as proof that companies and proponents can operate with less staff intervention. At the same time, the Commission’s broader regulatory agenda – from semiannual reporting and compensation disclosure reform to wider proxy solicitation changes – is much more ambitious. Against that backdrop, Diligent Market Intelligence asked leading advisors and market participants what these shifts could mean for issuers, investors and the next phase of stewardship strategy. Marc Lindsay, Managing Partner at Jasper Street: The SEC’s impending proposals could overwhelm company–shareholder relations beneath a wave of unintended consequences. Introducing a “materiality overlay” atop Regulation S-K, for instance, risks inconsistent application and investor ire over non-comparable disclosure. Companies will be forced to collate a wide variety of investor opinions and peer practices, and then act as de facto standard-setter on what they disclose. Eliminating Rule 14a-8, meanwhile, is likely to result in investor calls to adopt “proposal access” bylaws. Expect considerable swirl as to what those bylaws should say unless and until companies effectively work with their states of incorporation to set new default standards. Underlying both is a broader concern: even as this SEC shows awareness of disclosure burdens, the reporting landscape may simply be entering another pendulum swing — meaning companies may barely finish resetting systems and controls before the next overhaul arrives. Marc Gerber, Partner at Skadden, Arps, Slate, Meagher & Flom: The SEC’s regulatory agenda includes “shareholder proposal modernization.” Although there is no rule proposal at this time, a recent speech from SEC Chairman Paul Atkins may provide some insight into the SEC’s likely direction. Referencing the SEC Staff announcement in November 2025 that, for the 2026 proxy season, with one narrow exception, the Staff would not respond to company no-action requests to exclude shareholder proposals submitted under Rule 14a-8, Chairman Atkins noted that “dire predictions” did not materialize and the experience of 2026 showed that “the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements.” He further stated that, with a regulator out of the way, the system “functioned as it should, impelling companies and shareholders to engage with one another directly.” Although it appears unlikely that any new SEC rules would be finalized in time for the 2027 proxy season, any forthcoming rule proposals that appear to narrow the windows for company-shareholder engagement in the future could lead to a near-term tsunami of engagement as shareholders seek to use private ordering to preserve their ability to engage with companies regardless of where the SEC rules land. Ferrell Keel, Partner at Jones Day: Chair Atkins’ July 9 remarks at the Society for Corporate Governance Conference foreshadowed Rule 14a-8 rulemaking that goes beyond a routine recalibration of eligibility thresholds or resubmission standards. Instead, he questioned the federal government’s fundamental role in regulating shareholder proposals, suggesting states should be preparing to accept the mantle and consider potential parameters and guardrails. He suggested that Rule 14a-8 may “inappropriately infringe” on state law, and called on states competing for corporate domiciles to ensure that their corporate laws do not enable the politicization of shareholder meetings. Read together, Chair Atkins’ comments foreshadow rulemaking that will pare back the federal role in determining which shareholder proposals belong in the proxy statement and re-anchor that determination in state corporate law. If investors, issuers, or governance advocates want broader or narrower proposal rights, Chair Atkins’ framing suggests that the forum for that debate should increasingly be state legislatures, not an SEC-administered federal right to submit shareholder proposals. Hannah Orowitz, Principal at Compensia: Chairman Atkins’ remarks did not provide specific details regarding executive compensation disclosure reform, but his emphasis on a return to first principles suggests that we should anticipate meaningful changes to today’s framework. In particular, his concern that “years of accretive rulemakings…do more to obscure than to illuminate” material information suggests that changes may be more sweeping than surgical. Further, given the emphasis on materiality running throughout Chairman Atkins’ comments, this could mean a shift away from some of today’s more prescriptive requirements toward a framework that gives companies greater discretion to determine what information is material to investors based on a company’s individual facts and circumstances. While more tailored pay disclosure may be on the horizon, with that comes greater company judgment – and potentially greater investor scrutiny – around what companies choose to include or omit and why. Matt Filosa, Senior Managing Director at Teneo: If the SEC were to roll back certain proxy statement disclosure requirements based on a narrower interpretation of materiality, companies should recognize that investor disclosure expectations often extend well beyond the minimum required by law. Many institutional investors incorporate voluntary disclosures into their voting, engagement, and investment decisions, making these disclosures an important component of the broader investor dialogue. If companies significantly reduce their disclosures to align only with revised legal requirements, investors may respond by increasing direct engagement to seek additional information or by relying on their own estimates and assumptions, which may be incomplete or inaccurate to the company’s detriment. The result could be a meaningful increase in investor disclosure requests, particularly in areas such as executive compensation, human capital management, and other governance issues important to investors, placing additional demands on management and investor relations teams. Matt DiGuiseppe, Managing Director, PwC Governance Insights Center: The SEC’s regulatory agenda and Chair Atkins’ recent remarks in Nashville underscore that the rules and expectations around shareholder engagement and disclosure will likely evolve. But that does not change the underlying imperative for boards and companies to engage effectively with their investors. In fact, periods of regulatory and market transition make well-established, ongoing engagement even more valuable. Our discussions with board members suggest that companies are focused not only on the specifics of any potential rule changes, but on how to maintain productive dialogue as stewardship models evolve, and traditional communications channels shift. As we note in PwC’s newest guide on shareholder engagement, strong investor relationships are built through consistent, year-round engagement and clear communication about board oversight, strategy, and long-term value creation. Regardless of how the regulatory environment develops, companies that have already established credibility with their investors will be better positioned to navigate changing investor expectations and emerging governance issues.
