The Interfaith Center on Corporate Responsibility (ICCR) is calling on investors to engage with portfolio companies and sign an open letter urging firms to publicly oppose the US Securities and Exchange Commission’s (SEC) proposal to rescind Rule 14a-8. With the deadline for investors to become signatories to the Open Letter to the Business Community set for 30 October, the initiative represents the latest shareholder effort to mobilise opposition ahead of the SEC’s comment period.

The campaign reflects a growing argument that preserving Rule 14a-8 is not solely an investor concern. ICCR contends that companies themselves have a stake in maintaining a framework that has governed shareholder proposals for more than 80 years and provided a structured mechanism for dialogue between companies and shareholders.

ICCR seeks company backing

ICCR's open letter asks companies to take two specific actions in response to the SEC proposal. First, it calls on companies to publicly oppose rescission. Second, it asks companies to establish their own policies for accepting and including shareholder resolutions in proxy materials should the SEC withdraw from overseeing the process.

ICCR has stated that eliminating Rule 14a-8 – which has been in place for more than 80 years – would remove a significant shareholder right and replace a nationally recognised framework with a more fragmented landscape shaped by state-level requirements, independent solicitations, director accountability campaigns and litigation. The organisation argues that such an outcome could create uncertainty for both investors and companies rather than reducing conflict.

ICCR has also highlighted the practical risks companies may face if established proposal channels disappear. Investors seeking to escalate concerns could increasingly turn to litigation, director opposition campaigns and other mechanisms that are often more adversarial and costly. These concerns echo issues highlighted in Minerva Analytics' recent briefing on the proposed rescission of Rule 14a-8, which examined the implications for both corporate issuers and shareholders.

“These initial signatories to the Open Letter are just the tip of the iceberg,” Timothy Smith, Senior Policy Advisor at ICCR told Minerva Analytics. “Investors see the SEC’s plan to eliminate 14a-8 as a significant threat to a basic right that they have held for over 80 years. There are a growing number of investors pressing companies to take the steps outlined in this Open Letter.”

He added that the “eradication of rule 14a-8 creates a chaotic situation for business as well as investors” with the result of rescinding the rule being “a vacuum with no rules of the road as the SEC withdraws from the game”. “We expect there will be numerous constructive dialogues leading to agreements and the withdrawal of these proposals,” said Smith.

Four additional investor actions

Alongside the open letter, ICCR has outlined four further actions investors can take to address the proposed repeal of Rule 14a-8.

First, investors are writing directly to companies. ICCR has circulated a sample letter sent by Zevin Asset Management to 30 portfolio companies, arguing that rescission could prove detrimental to both investors and issuers. Zevin has been among the more active participants in the debate and has taken several steps in response to the SEC proposal.

Second, ICCR recommends raising the issue during company engagement meetings over the coming month. The SEC's comment period is currently scheduled to close on 20 November 2026, although some investors have reportedly asked for an extension.

Third, the organisation is encouraging asset owners to engage with their investment managers and press them to submit comment letters opposing rescission.

Finally, investors are actively reviewing options for filing shareholder resolutions with multiple companies to encourage them to maintain proposal rights and formalise discussions around post-rescission practices.

Opposition spans the political spectrum

Resistance to the SEC proposal has emerged from across the ideological spectrum since the Commission announced the proposed rescission in September, shortly after confirming it would permanently stop responding to Rule 14a-8 ‘no action’ requests.

The left-leaning American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) has sought support from investors for comment letters opposing the proposal, while three Democratic state finance officials warned earlier this month that removing Rule 14a-8 could limit the ability of long-term investors to escalate concerns when company engagement proves ineffective.

Notably, criticism has also come from organisations typically associated with anti-ESG and conservative shareholder advocacy, including the National Legal and Policy Center (NLPC), Bowyer Research and the Heritage Foundation.

However, according to NLPC, as of 22 October it was the only right-of-centre organisation to have submitted a formal comment letter opposing rescission. The organisation noted that most other submissions had come from church-affiliated investors, pension funds, values-based asset managers, academics and progressive advocacy groups.

NLPC has also opposed the SEC's proposal to rescind Rule 14a-6(g), which would end the filing of Notices of Exempt Solicitation on EDGAR. The group argues that removing these disclosures would reduce transparency and make shareholder views harder for investors to access.

As evidence, NLPC pointed to the 2026 annual meeting of Procter & Gamble. The company distributed arguments against NLPC's shareholder rights proposal through an EDGAR filing shortly before the meeting, while NLPC's supporting materials were available only through its own website. In NLPC's view, this illustrates how management communications could retain wider visibility than shareholder communications if current disclosure channels are removed.

Emerging precedents for preserving proposal rights

The shareholder proposal filed by NLPC at Procter & Gamble requested that the company continue accepting shareholder proposals from investors meeting specified ownership and holding-period requirements, regardless of future SEC rule changes. The resolution received more than 26% support, a level Minerva classifies as significant shareholder backing.

NLPC pointed out that its proposal was backed by investment bodies from both democratic states – the California State Teachers Retirement System (CalSTRS) and Wisconsin’s state investment board – and Republican states – the Employees Retirement System of Texas and Florida’s State Board of Administration – hammering home the importance of the issue for investors across political lines.

The vote followed an agreement between NLPC and Microsoft, under which the company agreed to continue accepting shareholder proposals under existing ownership thresholds through its 2027 AGM. NLPC subsequently withdrew a similar proposal at Microsoft following discussions with the company.

ICCR highlighted the Microsoft agreement as an encouraging example, suggesting other companies could adopt similar approaches or respond constructively to proposals seeking to preserve shareholder proposal rights.

A similar NLPC proposal is scheduled for a vote at Oracle's AGM on 18 November, providing another test of investor support for maintaining proposal rights in the event of future regulatory changes.

What happens next?

Whether companies publicly support these investor requests remains uncertain. However, the initiative underscores a shift in the debate surrounding Rule 14a-8. Rather than focusing solely on whether shareholder proposal rights should be preserved, opponents of rescission are increasingly challenging how the rule's functions would be replicated if the existing framework disappears.