ICCR and The Nathan Cummings Foundation Joint Statement Following the Settlement of the Axon Lawsuit
In response to the settlement of the lawsuit filed by the Nathan Cummings Foundation (NCF) against AXON, Josh Zinner, CEO of the Interfaith Center on Corporate Responsibility (ICCR), issued the following statement:
“ICCR member Nathan Cummings Foundation (NCF) has settled its lawsuit filed against Axon Enterprise, Inc. (AXON), which sought to prevent AXON from excluding NCF’s shareholder proposal requesting greater transparency around the Company’s political spending. The matter has been resolved. AXON has agreed to broad and detailed annual disclosure and transparency on its direct political spending.
“The proposal had called for AXON to publish a report detailing how it determines when and where corporate funds are used to support or oppose political candidates or influence elections. Shareholders have been requesting this information from companies for decades, to better understand potential risks from election-related spending. Hundreds of companies already report on these metrics.
“In November 2025, the Securities and Exchange Commission (SEC) announced that it would no longer review company requests to exclude shareholder proposals. For decades, the SEC’s involvement provided meaningful guidance to companies and investors and facilitated a successful private ordering process that often led to productive negotiations between companies and shareholders.
“At the time of the SEC’s announcement last year, corporate governance experts warned that in the absence of the SEC’s guidance, companies could face lawsuits by investors if they were to unilaterally exclude shareholder proposals from the proxy. To date, at least five lawsuits have been filed by investors to prevent companies from unilaterally withholding proposals from their proxy statements. In addition to the NCF lawsuit, these include cases brought by: the New York City Employees Retirement System against AT&T (which also settled); PETA against PepsiCo (also settled); As You Sow against Chubb Limited; and the Comptroller of the State of New York against BJ’s Wholesale Club Holding.
“The recent litigation by shareholder proponents shows the legal and governance risk that companies face by unilaterally announcing an intent to withhold proposals from the proxy statement. The SEC’s retreat from its no-action process creates great uncertainty for companies, and upends a 50-year-old process that has facilitated productive engagement between companies and investors on matters related to long-term value creation.”
