Speaking at the Society for Corporate Governance Conference in Nashville earlier this month, Securities and Exchange Commission (“SEC”) Chair Paul Atkins addressed two major themes for public companies:  restoring materiality as the foundation of public company disclosure and reconsidering the shareholder proposal process under Rule 14a-8.  Chair Atkins connected those themes to the SEC’s broader focus on making it more attractive for companies to go public and remain public.

Chair Atkins expressed concern about the amount of immaterial information currently included in the lengthy public filings that companies prepare, at substantial cost, and that investors struggle to understand or just ignore entirely.  Chair Atkins noted that in January 2026, the SEC began soliciting public feedback on Regulation S-K and has received more than 100 comment letters.  He highlighted comments recommending an overarching “materiality overlay” qualifier for Regulation S-K, which would permit companies to omit information otherwise called for by a line item of Regulation S-K if the information is not material, with some also recommending potential exceptions in which the qualifier would not apply, such as executive compensation disclosure.  In Chair Atkins’ view, this approach may help create a principles-based disclosure regime that represents the “minimum effective dose of regulation” and elicits material information based on the facts and circumstances of each company, while market forces could drive disclosure of other information that a company’s investors want.

Chair Atkins also emphasized that any move toward a more principles-based disclosure framework will require companies to exercise judgment. He cautioned that a materiality overlay will reduce immaterial disclosure only if companies use the discretion afforded to them and omit information that is not material; the SEC cannot force companies to take advantage of new conditions. He also stated that companies must “own responsibility for the volume, clarity, and substance” of their filings, and that, rather than including disclosures just because peers have them or because they have included them in the past, they should carefully consider whether the information is required or material to avoid filings filled with trivial information that does not help companies or shareholders.

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