SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot

On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, referred to below as the Agenda, outlining its rulemaking priorities under Chairman Paul Atkins. The Agenda marks a pronounced shift compared to those published under the prior administration, focusing on deregulation and streamlined disclosures. As foreshadowed in recent public remarks by Chairman Atkins and other senior SEC officials, the Agenda rolls back previously proposed ESG-related rulemakings, and while not detailed in this blog entry, contains a significant number of crypto-market related items and reforms.

Eliminated From Agenda

A notable number of proposals from the prior Regulatory Flex Agendas were removed, including the following:

• Human Capital Management Disclosure - Initially aimed to expand on the SEC’s 2020 rules requiring companies to describe human capital resources, the proposal was expected to mandate quantitative, standardized disclosures regarding workforce composition, turnover, training, and diversity. This item was withdrawn from the SEC short- and long-term agendas.
• Corporate Board Diversity Disclosure – Previously proposed to mandate enhanced board diversity disclosure; this item was also withdrawn from the SEC short- and long-term agendas.
• Section 956 (Incentive-Based Compensation) - The long-dormant interagency rulemaking to implement Section 956 of the Dodd-Frank Act, which would impose various rules and restrictions around incentive-based compensation at large financial institutions, was removed from the recently published (short-term) Agenda, but remains on the SEC long-term actions list. However, its prospects under the current leadership appear remote.

Notable New Items

Two compensation-related items included in the Agenda, aimed at modernizing long-standing frameworks, as are follows:

• Shareholder Proposal Modernization - The SEC is considering amendments to Exchange Act Rule 14a-8, which governs shareholder proposals submitted for inclusion in proxy statements. The Agenda indicates a desire to “modernize” the rule to “reduce compliance burdens for registrants and account for developments since the rule was last amended,” which aligns with calls from issuers for more manageable shareholder engagement processes, especially in light of the growing volume of social-policy-related proposals.
• Rationalization of Disclosure Practices - One of the most opaque additions to the Agenda is the proposed rulemaking to “rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information.” This item is likely a placeholder for general executive compensation disclosure reform, following the SEC’s June 26, 2025 roundtable on the complexity of executive pay disclosures under Item 402 of Regulation S-K. However, the lack of specific reference to the roundtable and the absence of additional details may signal that the rationalization initiative could encompass broader disclosure objectives.

What’s Next?

Chairman Atkins’ introductory remarks to the Agenda articulate a clear philosophical shift: “[t]his regulatory Regulatory Flex Agenda reflects that it is a new day at the Securities and Exchange Commission. The items on the Regulatory Flex Agenda represent the Commission’s renewed focus on supporting innovation, capital formation, market efficiency, and investor protection.”

The Agenda indicates that the SEC plans its rulemaking actions on the covered items to occur by April 1, 2026, although the schedules are often aspirational.  

Samantha Nussbaum
Principal

 Samantha Nussbaum has consulted on behalf of public and private companies, compensation committees, and senior management on all aspects of executive compensation. Samantha’s consulting and legal background includes advising on executive compensation in the context of mergers and acquisitions, spin-offs, and initial public offerings; executive employment, severance, and change in control agreements; equity incentive plans; deferred compensation; and securities laws, including reporting and disclosure implications.

Dina Bernstein
Principal

Dina Bernstein has extensive experience advising on all aspects of executive compensation, working with companies on an ongoing basis, as well as in the context of mergers and acquisitions, spin-offs, initial public offerings, and other corporate events. Dina provides guidance to private and public companies across various industries regarding cash and equity incentive compensation arrangements, employment, severance and change in control agreements, overall compensation program design, pay governance practices, taxation, stock exchange listing requirements and securities regulation compliance.