New York's state and city comptrollers are urging public companies to continue placing qualifying shareholder proposals on proxy ballots for the 2027 season as the Securities and Exchange Commission weighs ending the federal rule that requires it.
State Comptroller Thomas DiNapoli and New York City Comptroller Mark Levine issued the joint statement opposing a proposal to rescind Rule 14a-8. DiNapoli had previously opposed the same SEC proposal; Levine's participation and the comptrollers' specific request about the 2027 proxy season are the new developments.
The rule has required publicly traded companies since 1942 to include qualifying shareholder proposals in their proxy materials, allowing all investors to vote on them. Without that requirement, companies could leave such questions off their ballots, and investors seeking a vote would have to pay for a separate proxy solicitation, according to the comptrollers.
DiNapoli and Levine said any SEC move to rescind or fundamentally alter the rule would likely face lengthy legal challenges. They asked companies to keep accepting shareholder proposals for publication in their proxies during the uncertainty, rather than wait for the dispute to be resolved.
The comptrollers argued that the proposal process has strengthened board oversight, improved risk management and supported dialogue between investors and companies for more than 80 years. They described continued inclusion of proposals as a matter of corporate governance, even if the federal requirement changes.
The joint statement does not say that the SEC has finalized the rescission or give an effective date. For now, the comptrollers are asking companies to maintain the existing process for the 2027 proxy season.
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