December 16, 2025 | By: Jeff Haughey and Jeni Stallings

The U.S. Securities and Exchange Commission (the SEC) recently announced that through September 30, 2026, it will generally not respond to company Rule 14a-8 no-action requests seeking to exclude shareholder proposals. This means that for companies that submit Rule 14a-8 notices to the SEC between October 1, 2025 and September 30, 2026, there will be no response from the SEC. The SEC’s announcement comes after an unexpectedly long federal government shutdown that has limited agency resources. The SEC is now attempting to sort through a backlog of registration statements, filings, and correspondence that accumulated during the shutdown.

The Announcement Excludes Rule 14a-8(i)(1) Requests

This guidance excludes Rule 14a-8(i)(1) requests, which relate to proposals that are not proper subjects for shareholder action under state law. Outside of Rule 14a-8(i)(1), companies wishing to receive any SEC response must include in their notice an unqualified representation that the company has a reasonable basis for exclusion based on Rule 14a-8, published SEC guidance, or judicial decisions. In such cases, the SEC will issue a short letter stating that, based solely on the company’s representation, it will not object to omission—without taking a view on the merits of the exclusion.

Companies Must Continue to Comply with the Rule 14a-8(j) Notice Requirement

It is important for companies to understand that the SEC announcement does not eliminate Rule 14a-8(j)’s notice requirement. Companies seeking to exclude a proposal must continue to notify both the SEC and the shareholder proponent at least 80 calendar days before filing definitive proxy materials. The notice must include (1) the company’s reason for excluding the proposal, (2) a copy of the proposal, (3) an explanation of why the company believes that it may exclude the proposal, and (4) a supporting opinion from legal counsel when the reasons are based on matters of state or foreign law. The SEC is not required to respond to such a company notice, and, in turn, companies are not required to obtain a letter from the SEC in order to exclude a shareholder proposal.

What Does This Mean for the Upcoming Proxy Season?

For the 2026 proxy season, this shift places companies, shareholders, and proxy advisors in an unprecedented environment. Without the predictability of SEC responses, more proposals may reach proxy ballots, negotiations may take on increased importance, and companies should expect greater scrutiny of exclusion decisions.

Jeffrey T. Haughey and Jeni Stallings are attorneys in GableGotwals’ Corporate & Securities Group. For more information on Rule 14a-8 shareholder proposals, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

Jeffrey T. Haughey
918-595-4837
jhaughey@gablelaw.com

Jeni Stallings
918-595-4862
jstallings@gablelaw.com

This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

November 6, 2025 | Best Lawyers®, for the 15th consecutive year, announced the “Best Law Firms” rankings. GableGotwals is ranked in the 2026 list regionally in 55 practice areas. Firms in the “Best Law Firms” list are recognized for professional excellence with consistently impressive ratings from clients and peers. Achieving a tiered ranking signals a unique combination of quality law practice and breadth of legal expertise.

GableGotwals received the following rankings:

Metropolitan Tier 1

Oklahoma City

• Administrative / Regulatory Law
• Bet-the-Company Litigation
• Commercial Litigation
• Construction Law
• Criminal Defense: White-Collar
• Energy Law
• Insurance Law
• Litigation – Banking & Finance
• Litigation – Environmental
• Litigation – Insurance
• Litigation – Real Estate
• Litigation – Securities
• Litigation – Trusts & Estates
• Oil & Gas Law
• Personal Injury Litigation – Defendants

Tulsa

• Appellate Practice
• Arbitration (NEW)
• Banking and Finance Law
• Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
• Bet-the-Company Litigation
• Commercial Litigation
• Copyright Law
• Corporate Law
• Energy Law
• Family Law
• Gaming Law
• Health Care Law
• Insurance Law
• Land Use & Zoning Law
• Litigation – Banking & Finance
• Litigation – Bankruptcy
• Litigation – ERISA
• Litigation – Patent
• Litigation – Real Estate
• Litigation – Trusts & Estates
• Medical Malpractice Law – Defendants (NEW)
• Mergers and Acquisitions Law
• Native American Law
• Natural Resources Law
• Oil & Gas Law
• Patent Law
• Real Estate Law
• Securities / Capital Markets Law
• Technology Law
• Trademark Law
• Trust & Estates Law

Metropolitan Tier 2

Oklahoma City

• Banking and Finance Law
• Corporate Governance Law
• Corporate Law
• Government Relations Practice
• Health Care Law
• Litigation – Bankruptcy
• Litigation – ERISA
• Litigation – Mergers & Acquisitions
• Litigation – Regulatory Enforcement (SEC, Telecom, Energy)
• Product Liability Litigation – Defendants

Tulsa

• Corporate Compliance Law
• Corporate Governance Law
• Employee Benefits (ERISA) Law
• Employment Law – Management
• Labor Law – Management
• Litigation – Environmental
• Litigation – First Amendment
• Litigation – Health Care
• Litigation – Insurance
• Litigation – Labor and Employment (NEW)
• Mass Tort Litigation/Class Actions – Defendants
• Mediation (NEW)
• Privacy and Data Security Law
• Securities Regulation

Metropolitan Tier 3

Houston

• Commercial Litigation

Oklahoma City

• Native American Law

Tulsa

• Litigation – Intellectual Property

October 28, 2025 | Benchmark Litigation, a guide that provides analysis of commercial and financial litigators and law firms in the United States, named GableGotwals a “Highly Recommended” law firm for Dispute Resolution in Oklahoma.

In addition, 14 attorneys were recognized as 2026 “Litigation Stars,” six of whom were newly named. Two attorneys were newly recognized as 2026 “Future Stars,” and three were named to the Oklahoma “40 & Under List – South” for 2025.

Oklahoma 2026 Benchmark Litigation: Oklahoma Attorneys
Ellen A. Adams Oklahoma Future Star	David L. Bryant United States (National), Oklahoma Litigation Star Insurance, Securities, Environmental, Energy
Jeffrey A. Curran United States (National), Oklahoma Litigation Star	Craig A. Fitzgerald Oklahoma Litigation Star Insurance, Dispute Resolution, Energy
Amelia A. Fogleman United States (National), Oklahoma Litigation Star	Jake Krattiger Oklahoma, 40 & Under List – South (2025) Commercial, Energy
Lance Leffel Oklahoma Future Star	Justin A. Lollman Oklahoma, 40 & Under List – South (2025) Dispute Resolution
Graydon Dean Luthey, Jr. United States (National), Oklahoma Litigation Star Securities, Commercial, Native American, Energy	Robert G. McCampbell United States (National), Oklahoma Litigation Star
Nick Merkley United States (National), Oklahoma Litigation Star Competition/Antitrust, Product Liability, Energy	Barrett L. Powers Oklahoma, 40 & Under List – South (2025) Dispute Resolution
Rob F. Robertson United States (National), Oklahoma Litigation Star Product Liability and Recall, Commercial, Energy	Trent Shores United States (National), Oklahoma Litigation Star
Leasa M. Stewart Oklahoma Litigation Star Labor and Employment, Commercial	Amy M. Stipe United States (National), Oklahoma Litigation Star Insurance, Commercial, Oil and Gas
Sidney K. Swinson United States (National), Oklahoma Litigation Star	Chris S. Thrutchley, SHRM-SCP United States (National), Oklahoma Litigation Star
Jay P. Walters United States (National), Oklahoma Litigation Star

About GableGotwals
GableGotwals® is a full-service law firm with more than 100 attorneys and 70 other business professionals in Oklahoma and Texas. We represent a diversified client base across the nation, and our connections and reach are global. Fortune 500 corporations, privately owned companies, entrepreneurs, foundations, and individuals entrust us every day with the stewardship and strategic management of their legal challenges.

October 1, 2025 | GableGotwals is pleased to announce that Nathan H. Atkins has joined the Oklahoma City office as a Shareholder.

Nathan’s experience includes advising corporate clients regarding private market mergers & acquisitions, commercial finance, joint ventures, securities, investor relations, and general corporate governance. Prior to joining the Firm, Nathan practiced at major international law firms headquartered in New York and Silicon Valley, where he advised private equity and venture capital sponsors and investors in connection with fundraising, operational, and wide-ranging transactional matters. He has also served as in-house general counsel to a global investment firm and SEC registered investment adviser.

“We are excited to expand our transactional capabilities in Oklahoma City with the addition of Nathan,” said Nick Merkley, Managing Shareholder of GableGotwals’ Oklahoma City office. “His national practice and in-house experience offer important perspectives for our clients as they look to us not only as a legal provider but also as a strategic business advisor.”

About GableGotwals
GableGotwals® is a full-service law firm with 100 attorneys and more than 70 other business professionals in Oklahoma and Texas. We represent a diversified client base across the nation, and our connections and reach are global. Fortune 500 corporations, privately owned companies, entrepreneurs, foundations, and individuals entrust us every day with the stewardship and strategic management of their legal challenges.

September 24, 2025 | By: Jeff Haughey and Jeni Stallings

ExxonMobil has announced a new shareholder voting initiative aimed at increasing participation by retail investors in annual meetings. The program enables shareholders to give standing instructions to vote in line with the company’s board recommendations, offering a simplified and more accessible proxy voting option for retail holders.

This development encourages voting by retail shareholders, who have historically low participation rates in corporate governance decisions. ExxonMobil’s approach may serve as a model for others looking to increase voting engagement with their retail shareholders.

The Problem: Low Retail Voting Rates

Public companies in the U.S. routinely face the challenge of low shareholder engagement in proxy voting, especially from retail shareholders. While retail participation in the equity markets has grown substantially in recent years, studies consistently show that fewer than 25% of retail shareholders cast votes at annual meetings.

ExxonMobil’s own experience reflects this broader trend. Despite retail shareholders holding nearly 40% of the company’s outstanding shares at its most recent annual meeting, the company did not hear from 75% of retail voters. Through shareholder engagement, ExxonMobil learned that many individual investors feel overwhelmed by the volume and complexity of proxy materials and are looking for simpler ways to participate meaningfully in corporate governance.

The Solution: Standing Board-Aligned Voting Instructions

In response, ExxonMobil developed a Retail Voting Program allowing retail investors to voluntarily authorize the company to vote their shares in accordance with the board’s recommendations for each meeting of shareholders. Participating shareholders will be given the opportunity to elect their standing voting instruction to apply to either (a) all matters; or (b) all matters except contested director elections or any acquisition, merger or divestiture transaction that legally would require the approval of company shareholders. Separately, retail shareholders will be able to opt out of the Retail Voting Program at no cost or override their standing instruction by voting at the meeting.

SEC No Action Letter

In a letter dated September 15, 2025, the SEC confirmed that it would not recommend enforcement action under Exchange Act Rules 14a-4(d)(2) or 14a-4(d)(3) if ExxonMobil proceeds with the Retail Voting Program as described. This is significant because proxies that grant authority to vote for more than one meeting are generally prohibited by the Exchange Act Rules. In making its final determination, the SEC relied on several key representations by ExxonMobil, including:

• The program is available to all retail shareholders, whether registered holders or beneficial owners through intermediaries.
• Shareholders may cancel or override standing instructions at any time and at no cost.
• Participants will receive annual reminders outside the proxy solicitation period.
• The program will not restrict access to proxy materials or other voting mechanisms.
• The company will provide full disclosure in its proxy statements and on its website.

Implications for Public Companies

Public companies with a substantial percentage of retail shareholders may want to explore whether a standing instruction voting program can provide a scalable, transparent way to improve governance engagement without creating new burdens for shareholders or boards.

Companies that plan to adopt retail voting programs with the same features as ExxonMobil’s do not need to seek their own SEC no-action relief letter, but they are encouraged, although not required, to speak to the SEC before proceeding with their own program. If a company wants to adopt a program before its 2026 annual meeting, it will need to coordinate the timing of enrollment invitations with its transfer agent and vote processing agent well in advance of program implementation and consider its meeting calendar and agenda.

State law should also be considered. Companies that do not wish to be first movers may want to wait and see how similar programs are timed, implemented, disclosed, and maintained as well as the cost associated with such programs.

Jeffrey T. Haughey and Jeni Stallings are attorneys in GableGotwals’ Corporate & Securities Law Group. For help in establishing a similar retail voting program, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

Jeffrey T. Haughey
918-595-4837
jhaughey@gablelaw.com

Jeni Stallings
918-595-4862
jstallings@gablelaw.com

This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

GableGotwals acted as co-counsel to ONEOK, Inc. in its $3.0 billion public offering of senior notes consisting of $750 million 4.950% senior notes due 2032, $1.0 billion 5.400% senior notes due 2035, and $1.25 billion 6.250% senior notes due 2055.  GableGotwals’ team consisted of Jordan Edwards, Thomas Hutchison, and Whitney Humphrey.  Mizuho Securities USA LLC, Deutsche Bank Securities Inc., PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, Inc. acted as joint book runners.

GableGotwals acted as co-counsel to ONEOK, Inc. in its $3.0 billion public offering of senior notes consisting of $750 million 4.950% senior notes due 2032, $1.0 billion 5.400% senior notes due 2035, and $1.25 billion 6.250% senior notes due 2055.