Barnes & Thornburg's Securities and Capital Markets practice recently welcomed SEC Chairman Paul S. Atkins to the Nashville Leadership Forum, presented in collaboration with the Nashville Health Care Council, the National Association of Corporate Directors (NACD) — Nashville Chapter, and Vanderbilt University Law School's Law and Business Program. 

Approximately 85 C-suite executives and public company directors heard directly from the Chairman about the SEC's priorities and regulatory developments. The event featured a fireside chat with Chairman Atkins, which I had the privilege of moderating in my role as co-chair of the Securities and Capital Markets practice group. Some key takeaways from the event are below.

Rulemaking Moves Full Speed Ahead

Chairman Atkins made clear that the SEC is moving forward with a wide range of regulatory initiatives, including:

• Optional semiannual reporting
• Changes to the public company filer status framework
• Securities offering reform
• Revisions to the shareholder proposal process
• Updates to accredited investor standards
• Executive compensation disclosure reform

Taken together, these initiatives reflect a broader effort to reconsider the regulatory burdens associated with becoming and remaining a public company.

Quarterly Reporting Rulemaking

A hot topic for many in the room was the SEC’s recent rulemaking that would permit semiannual reporting rather than mandatory quarterly reporting. The Chairman discussed some of the history surrounding quarterly reporting, including that a quarterly frequency has not always been the norm in our capital markets. 

For public companies, the decision would not be as simple as eliminating two Form 10-Q filings each year. Companies would need to weigh potential cost savings and operational efficiencies against investor expectations, analyst coverage, industry practices, and the market's demand for timely financial information.

Returning Disclosure to Financial Materiality

Another central theme of the discussion was Chairman Atkins' focus on returning the SEC's disclosure framework to the principle of financial materiality. In his view, information should, at a minimum, help investors evaluate potential financial returns to qualify as material. He indicated that the SEC is considering whether a broader materiality qualifier could be applied across its disclosure requirements in Regulation S-K.

Chairman Atkins also emphasized that it will be up to companies to take advantage of any increased disclosure flexibility in this regard. Regulatory changes alone may not reduce disclosure if companies remain reluctant to streamline their filings because of litigation risk or established market practices.

The SEC is examining what it may be able to do to mitigate the risk of frivolous securities claims, but companies, boards, and their advisors will still need to exercise careful judgment when determining what information should be disclosed.

Rethinking the Shareholder Proposal Process

The SEC is also reevaluating Rule 14a-8 and the federal government's role in the shareholder proposal process.

During the 2025-2026 proxy season, the Division of Corporation Finance generally declined to provide substantive responses to most Rule 14a-8 no-action requests. Chairman Atkins has questioned whether certain shareholder proposal matters should instead be governed through state corporate law, company governing documents, and private ordering.

The concentration of shareholder proposal activity was also notable. During the most recent proxy season, a single individual was responsible for approximately 41% of the shareholder proposals that proceeded to a vote, while only 8% of those proposals received majority support.

Takeaways

This event, hosted in Nashville with members of the Nashville business community, reinforced the open dialogue that SEC Chairman Atkins is willing to have with key business leaders. While the SEC’s rulemaking agenda remains at various stages, it was welcome to see the Chairman engaging directly with, and hearing the viewpoints of, directors and management.

Beyond that dialogue, the discussion reinforced that meaningful regulatory changes may be ahead for public companies. While many of these initiatives remain proposals, boards and management teams should begin considering how they could affect reporting practices, disclosure decisions, shareholder engagement strategies, and access to the capital markets.

On a personal note, as a former SEC staffer, it was an incredible experience for me to come full circle and moderate a fireside chat with Chairman Atkins on these important issues.