Shareholder Rights and SEC Policy | Interfaith Center on Corporate Responsibility

NEW YORK, NY, Thursday, April 2, 2026 – This week ICCR – a coalition of over 300 institutional investors which have been leaders in faith-consistent and sustainable investing for more than 50 years – and its partners launched a new resource: Spotlighting Governance Failures by Companies During an SEC Oversight Vacuum. This new public resource names a number of egregious company offenders that have declared their intention to unilaterally omit shareholder resolutions following the abrupt decision by the Securities and Exchange Commission (SEC) staff to abandon, without Commission review or approval, the SECʼs longstanding no‑action review process.

In mid‑November 2025, the SEC staff announced it would no longer issue responses to prospective requests from companies for “no action” relief if the company omitted a certain shareholder proposal. The announcement ended decades of practice in which the agency’s staff, after review and consideration, issued responses either concurring or declining to concur with corporate requests to exclude resolutions. Instead, the SEC now issues a perfunctory “No Objection” letter, regardless of the merits of the company’s arguments.

As many predicted at the time of the announcement, the result has been confusion, an uptick in litigation and a troubling number of companies exploiting this guidance vacuum to block shareholder oversight. To date, investors, including pension funds, foundations, and nonprofit organizations, have filed six lawsuits to protect their resolutions, with three already settled and companies either agreeing to include the proposal or execute the request. Other major pension funds, investment managers, foundations and religious investors are engaging companies or planning to vote against select board members at companies announcing their intent to unilaterally omit shareholder resolutions.

While the majority of companies continued to engage constructively with investors, others used the SEC’s hands‑off approach, deciding to omit resolutions with little or no substantive justification. These companies seem to have decided that it was worth the risk to do so given the rarity of SEC enforcement actions and – up until now – shareholder lawsuits for excluding shareholder proposals. To date, ICCR has catalogued more than 35 challenges to environmental and social proposals and nearly 60 governance‑related challenges for this season.

ICCR’s new webpage highlights a cross section of companies moving to omit proposals. In each case the omission was evaluated by legal experts and deemed especially troubling. These include:

GEO Group plans to exclude a human rights due diligence proposal using arguments repeatedly rejected in past SEC no-action responses.
AbbVie claimed a human rights impact assessment constituted micromanagement despite decades of SEC staff responses to the contrary.
UnitedHealth sought to block a proposal on the healthcare consequences of its acquisitions, mirroring a resolution that survived an SEC challenge last year. The lead proponent has sued in response, requesting the resolution be put on the ballot.
Political spending disclosure – This year political spending disclosure resolutions were filed with 29 companies, and already 8 agreements have been reached leading to proposal withdrawals. This resolution has been filed for over 15 years and received majority votes at 5 companies last year. Six companies, including Teledyne, American Tower, Cadence, EMCOR, and Fidelity National Financial, attempted to establish a sweeping new precedent by excluding these resolutions—despite hundreds of companies already providing such transparency.
BJ’s Wholesale Club, whose attempt to omit a deforestation‑risk assessment prompted the New York State Comptroller to file suit.
Chubb challenged and declared its intent to omit a resolution dealing with the impact of climate change on insurance. The proponent has sued in response.
Dell, Teladoc, and others advanced arguments inconsistent with longstanding SEC guidance and market norms.

“ICCR’s publication of this Spotlight on Corporate Governance Failures comes at a very appropriate time as the proxy season heats up,” said Tim Smith, Senior Policy Advisor at ICCR. “It is an especially useful tool for investors evaluating their votes and engagement with companies regarding their decisions to unilaterally omit resolutions. Clearly a number of companies decided to take advantage of the SEC’s withdrawal from the proxy process and drop resolutions that had history and deserved to be included in the proxy for a vote. This constitutes a frontal attack on shareholder rights, and we expect many investors to hold companies accountable for these actions. Already many large institutional investors have declared they will be voting against select directors in response, or asking pointed questions of management. The Spotlight reminds companies that it was not a risk-free decision to simply drop a resolution because they didn’t like its focus. We are hopeful that this Spotlight, together with proposed actions by investors, might convince some of those named to do the right thing and include the challenged proposals in their proxy statements so that shareholders have an opportunity to vote on them at their annual meetings.”

About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations each year in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, Bluesky and Facebook.

Certain egregious examples of companies that unilaterally omitted shareholder resolutions this proxy season

In mid-November 2025, in a dramatic departure from a decades-long practice, the SEC Staff announced it would not be issuing determinations on the validity of companies’ challenges to shareholder resolutions. Traditionally, if a company sent the Staff a request outlining why it believed it could exclude a proposal from its proxy statement, the proponent could respond and the Staff would consider both sides’ arguments before deciding whether to concur with a company’s request. This has generally been referred to as the “no-action” process because companies are asking the Staff to say they would not recommend enforcement action if proposals are omitted. The SEC Staff’s November announcement created a vacuum that confused companies and investors alike.

Now, a company must still by law provide notice to the proponent and Staff that it intends to exclude a proposal, but the Staff no longer analyzes the substance of the company’s arguments; it simply responds with a letter stating they have “no objection” so long as the company represents that it has a “reasonable basis” for exclusion. The lack of substantive review means that the Staff can issue a no-objection letter very soon after the company requests it and does not need to await a proponent’s response. This rubber-stamping is not even close to the useful guidance for a company or a shareholder that it was intended to be, and undermines a longstanding process. Proponents are left with the option of filing suit to challenge exclusions. To date there have been six such suits filed challenging these unilateral announcements that a company intended to omit a proposal. The suits were filed by city and state pension funds, a foundation, a non-profit organization as well as other investors. Three have been settled, either with the company agreeing to include the proposal in its proxy statement, or agreeing to implement the substance of the proposal.

Fortunately, most companies have not availed themselves of this no-objection process and others that did use it continued dialogue with investors, reaching a meaningful agreement that led to the resolution’s withdrawal. Nevertheless, there have been over 35 challenges on environmental and social proposals thus far, and close to 60 challenges on governance resolutions.

Some companies justifiably sought to omit proposals on technical grounds– for example, if a proposal was filed after the deadline–or made substantive arguments that had merit. But others used the vacuum created by the SEC Staff’s withdrawal to present bare-bones arguments, while still others made weak arguments that likely would not have prevailed under the previous no-action process, knowing the Staff would automatically send a no-objection response that arguably gave them some form of permission to omit the resolution, albeit a much more risky one.

Some companies made specious arguments to exclude a long-established category of proposal that had enjoyed significant voting support. Seven no-objection requests were submitted, all arguing that political spending disclosure resolutions micromanage companies and should be omitted. The companies include Teledyne, American Tower, Cadence, EMCOR, and Fidelity National Financial. This resolution has been voted on for close to 20 years, and hundreds of companies already disclose the requested information. We believe these companies are abusing the process by unilaterally omitting political spending proposals with flawed arguments. We expect many investors will agree that this is an irresponsible decision by management to omit these resolutions.

The following are companies we believe are behaving opportunistically by offering weak or meritless arguments to support their announcements that they intend to exclude proposals, as analyzed by lawyers who specialize in this area of law. Some still have time to reconsider their positions in time to include the proposals in their proxy statements for this year’s annual general meeting:

1. GEO– Lead Filers: The USA Northeast Province of the Society of Jesus, and Mercy Investment Services.   The proposal asked the company to report on the effectiveness of its due diligence process to determine whether its services contribute to violations of international human rights law. GEO claimed that the proposal related to GEO’s ordinary business operations because its subject was the company’s services or its legal compliance program. Those arguments have been unsuccessfully made many times in the no-action process in efforts to exclude human rights proposals, and nothing about the GEO proposal would have supported a different outcome, even under recent SEC guidance emphasizing the need for a strong nexus between the company and the proposal topic.

2. AbbVie – Lead Filer: Friends Fiduciary. AbbVie argued that the proposal, which asked the company to produce a human rights impact assessment that included the right to health, was excludable as micromanaging, arguing that it was overly burdensome. AbbVie pointed to a 2025 determination allowing Eli Lilly to exclude a human rights due diligence proposal that was more detailed and prescriptive than the AbbVie proposal, which more closely resembled many past proposals that survived challenge on micromanagement grounds.

3. United Health– Lead Filer: The Durocher Fund. The proposal asked UnitedHealth to report on the healthcare consequences of its acquisitions over the past 10 years. It was closely modeled on a proposal at hospital chain HCA that was unsuccessfully challenged last season on the same ordinary business basis asserted by UnitedHealth. UnitedHealth tried to distinguish the HCA determination by claiming that HCA had failed to make two arguments advanced by UnitedHealth; those arguments were not, however, supported by the proposal’s text or previous SEC Staff determinations. The proponents have sued to protect the proposal.

4. Broadcom – Lead Filer: As You Sow on behalf of Pleiades Trust. This proposal requested a report on how Broadcom is managing systemic climate risk within its retirement plan investment options. This is an important issue for shareholders because investments in high-carbon companies can expose long-term beneficiaries to financial risk, making transparency critical for protecting retirement savings. The company excluded the proposal and ignored As You Sow’s request to meet to discuss a resolution, limiting shareholders’ ability to engage on how climate risk is being managed in employee benefit plans.

5. Royal Gold –Lead Filer: As You Sow. This proposal asked Royal Gold to disclose its diversity and inclusion policies and practices through a public report. This is important to shareholders because transparency on workforce diversity allows investors to better evaluate human capital management, which is tied to long-term performance and risk oversight. The company refused to engage with As You Sow this season and instead treated the SEC no-action letter as resolving the matter, excluding the proposal from its proxy.

6. Chubb – Lead filer: As You Sow. This proposal asked the company to produce a report assessing if and how pursuing subrogation claims for climate-related losses would benefit the Company and its insureds. This is a critical and urgent issue for shareholders because rising climate disasters are driving higher premiums and reduced coverage, creating financial risks that directly affect Chubb’s long-term business. Chubb excluded the proposal from its proxy, prompting a lawsuit by the resolution sponsor and is now fighting service of process from its own shareholders seeking to defend their right to vote on this issue.

7. BJ’s Wholesale Club Holdings – Lead filer: The New York State Comptroller on behalf of the Common Retirement Fund. The proposal sought an assessment of the risks of deforestation for the company’s private label brands and its supply chain. The proponent highlighted its concern for the impact of deforestation on climate. The company argued the resolution was excludable on ordinary business which was disputed in detail by the sponsor. To protect the resolution the Comptroller’s office filed suit.

8. Amazon – Lead filer: IBVM Foundation/SHARE. The proposal asked Amazon to report on the effectiveness of its policies and practices to respect internationally recognized human rights standards, including the International Labor Organization Core Conventions and Declaration on Fundamental Principles and Rights at Work. Amazon claimed it had substantially implemented the proposal by disclosing the company’s processes, including a non-discrimination audit, but did not point to any disclosures regarding the effectiveness of policies on freedom of association and collective bargaining for its own workers.

9. Amazon – Lead filer: SOC Investment Group. The proposal sought reporting from the company on the impacts to its operations and H-1B workers due to changes in U.S. immigration policy and enforcement. Amazon challenged the proposal on ordinary business grounds. A similar proposal will be voted on at Walmart and Alphabet, who did not contest it.

10. Amazon – Lead Filer: American Baptist Home Mission Societies; Alignment of AI Sales with Company’s Responsible AI Approach. This resolution called for information describing the alignment of Amazon’s sale and deployment of artificial intelligence (AI) and related cloud technologies with its Responsible AI Approach. The company was not willing to engage in dialogue on the proposal, despite the fact that the issue was highly material and of great concern to long-term investors.

11. Dell – Lead filer: Friends Fiduciary. The proposal asked for a report on how Dell determines whether its investments in surveillance, and its customers’ use of products and services for surveillance and/or military purposes, contributes to human rights harms in conflict-affected and high-risk areas. Dell claimed that the proposal relates to the company’s ordinary business operations and seeks to micromanage the company. Dell attempted to differentiate this resolution from a previous determination in which the SEC Staff did not concur with Texas Instruments that a proposal with a similar resolved clause was excludable.

12. Teladoc – Lead filer: The New York City Comptroller on behalf of New York City’s pension boards. The resolution requested that Teladoc disclose in its proxy statement each director nominee’s gender and race/ethnicity, as well as the skills and attributes that are most relevant in light of Teladoc’s overall business and long-term strategy. The company argued this was micromanagement and ordinary business even though thousands of companies routinely include such details in their proxy statements. And of course, such information is important for companies seeking to understand a board’s composition and diversity.

13. BP – Lead filer: Follow This, joined by 100 stockholders sought a report on climate change. Multiple outlooks project impending decline in oil and gas demand, but BP’s strategy assumes rising demand. In the last major demand contraction, the company cut dividends by 50%. This resolution asks BP to clarify how it would create shareholder value under credible scenarios of declining oil and gas demand. BP’s board omitted it and Follow This is proceeding to sue.

14. Political Spending – Virtually identical resolutions seeking disclosure of political spending were filed with 29 companies which have so far led to eight agreements and withdrawals. Six companies, including Teledyne, American Tower, Cadence, EMCOR, and Fidelity National Financial, sought no-objection letters using similar legal arguments contending these resolutions micromanaged and citing determinations from the 2025 season allowing exclusion of more detailed lobbying disclosure proposals.

Proponents submitted substantial rebuttals responding to several of these company requests, citing numerous instances of the Staff rejecting similar arguments over a 20-year period, pointing to the hundreds of companies that already publish political spending disclosure, and explaining how lobbying disclosure differs from disclosure of political spending.

Lawsuit Comes at a Time of Mounting Shareholder Concerns as a Result of SEC Policy Changes

NEW YORK, NY, FRIDAY, MARCH 20, 2026 — Earlier today a faith-based investor filed a lawsuit in the United States District Court for the District of Columbia against UnitedHealth Group (UNH). The lawsuit seeks to compel the healthcare giant to include a shareholder proposal regarding the consumer impacts and other consequences of its aggressive acquisition and vertical integration strategies in its 2026 proxy materials, after the company announced its intention to unilaterally exclude the proposal from its proxy.

The lawsuit was filed during a pivotal period for shareholder rights in the U.S. In November 2025, the Securities and Exchange Commission (SEC) announced that it would no longer review company requests to exclude shareholder proposals, and that companies that unilaterally omitted proposals would instead receive a letter from the SEC stating that they had “No Objection” to the omission. 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.

As these developments took shape, many investors sounded the alarm about the chilling effect that these changes could have on shareholder engagement. Corporate governance experts expressed concern that in the absence of meaningful guidance from the SEC, companies could face legal risk if they were to unilaterally exclude a proposal from the proxy. As a result of the shift in policy, there have already been at least five lawsuits filed by shareholders against companies that sought to exploit these rule changes, and three of these cases have already settled.

With the proposal at UNH, the proponents asked the company’s Board of Directors to publish a report detailing the healthcare impacts of its acquisitions strategy over the last decade. The lead filer was the Congregation des Soeurs des Saints Noms de Jesus et de Marie, a member of the Interfaith Center on Corporate Responsibility (ICCR) –a coalition of more than 300 faith- and values-based investors. The proposal raised serious investor concerns that UHG’s “vertical integration creates risks for the healthcare system, which are amplified by the company’s status as the nation’s largest health insurer.”

After the filing, UNH notified the proponent and the SEC of its intent to unilaterally omit the proposal, claiming the request is “ordinary business” and an attempt to “micromanage” the company, despite the fact that the SEC had allowed a similar proposal at a different company last year.

In response, legal representatives for the filers put in a response asserting that UNH could not exclude the shareholder proposal because its focus—the healthcare consequences of UNH’s extensive acquisitions—is a significant policy issue that goes beyond ordinary business matters. Those representatives further argued that UNH’s size, vertical integration, and the public concern surrounding its acquisitions create a strong nexus justifying shareholder scrutiny of the healthcare impacts of the company’s actions.

Because of the new SEC policy, the proponent’s response was not taken into consideration, and UNH’s unilateral omission of the proposal was instead rubber-stamped by a “No Objection” letter from the agency. For this reason, the proponent was forced to bring this action, to compel the company to put the proposal on this year’s proxy.

“UnitedHealth’s attempt to keep this proposal out of public view combines bad faith and bad behavior,” said Meg Jones-Monteiro, Senior Director for Health Equity and Evaluation at ICCR. “There are good reasons to be concerned that the acquisition strategies UnitedHealth has employed have led to less competition across the sector and a harsher and more expensive healthcare sector for patients and their families. Demanding transparency about these impacts is a reasonable and prudent request.”

“Last year we submitted our resolution with UnitedHealth because we knew that sunlight is the best disinfectant and that shareholders have a right to clarity around how strategic decisions made by corporate leaders will impact the value of their shares and the wider sector in which they operate,” said Timnit Ghermay, a representative of the Congregation des Soeurs des Saints Noms de Jesus et de Marie, the plaintiff in the lawsuit. “Rather than work with us on our reasonable request, UnitedHealth decided to try and exploit the ongoing lack of both vigilance and commitment to accountability on the part of the SEC’s current leadership. This lawsuit is in response to those attempts and flows from our belief that our rights as shareholders are worth defending.”

About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, and Bsky.

Our Guide features ICCR member-sponsored proposals for 2026 corporate proxies along with a preliminary overview of the proxy season. Please feel free to share this resource widely with your networks. And, if you are an investor, we urge you to exercise your shareholder rights by voting your proxies.

As many of us are aware, in late 2025 the SEC’s Division of Corporate Finance announced it was withdrawing from its role of providing staff guidance for companies seeking relief from a potential SEC enforcement action. For decades, companies sought that relief by filing a “No Action” letter with the staff, and asking for assurance that its analysis was sound. The Division’s announcement has created an uncomfortable vacuum for investors and companies alike. Instead, companies submitting a No Action letter to the SEC will now receive a simple “No Objection letter” from staff.

We believe it is important to have a clear record of companies utilizing this approach and unilaterally omitting a resolution this year. ICCR staff have compiled and updated this chart using information from proponents and an SEC website which lists the resolutions challenged. The chart does not track any anti-ESG resolutions that were challenged. This snapshot of challenges will be updated as necessary.

Some companies continued dialogues with proponents after filing challenges and came to mutual agreements leading to successful withdrawal of the resolutions. And of course, the vast majority of companies receiving resolutions did not challenge the resolutions submitted.

Lawsuit Seeks to Block Change by SEC that Encourages Companies to Exclude Shareholder Proposals from Company Proxy Materials

Washington, D.C. Thursday, March 19, 2026 – A pair of investor representative groups dedicated to corporate responsibility and the rights of investors today filed a legal challenge to a new policy from the Securities and Exchange Commission’s (SEC) Division of Corporation Finance. The policy undermines a long-standing rule that governs shareholder proposals, which have been a linchpin for decades of productive engagement between companies and shareholders on matters related to long-term corporate value.

The Interfaith Center on Corporate Responsibility (ICCR) and As You Sow, represented by Democracy Forward, seek to stop implementation of the new policy, which gives companies an effective rubber-stamp from the SEC to stop investors from presenting and voting on proposals regarding issues directly relevant to a company’s long-term performance and risk profile.

The SEC’s revised policy allows companies to omit shareholder proposals by filing a simple letter and receiving a “No Objection” statement from the SEC, without benefit of any analysis by the SEC of the company’s claims or proponents’ response. Omitting a proposal from the company proxy prevents shareholders from making and voting on proposals that raise concerns about a company’s long-term performance and risk profile.

“The SEC’s actions in undermining the shareholder proposal process are a short-sighted departure from decades of precedent in which shareholder proposals, a critical tool in a private ordering process, have led to important improvements in corporate governance and corporate practices that benefit both companies and investors. This long-standing process has given generations of American investors greater voice and power, in turn helping build a stronger and more dynamic economy, and safeguarding the investments that millions of American families depend upon,” said ICCR CEO Josh Zinner.

“Both companies and investors benefit from the give and take provided by the shareholder proposal process,” said Danielle Fugere, President & Chief Counsel of shareholder representative As You Sow. “Eroding shareholders’ right to bring issues of concern to a vote of shareholders weakens an important check on company action and reduces information to shareholders. Since proposals are generally non-binding, the only real benefit of these changes appears to be shielding companies from having to consider hard issues that would be easier to sweep under the rug. This ultimately weakens the fundamentals of capitalism and investor confidence in the market.”

The SEC has long had an effective process, pursuant to Rule 14a-8, that generally requires companies to include shareholder proposals in a company’s proxy materials unless a company challenged the proposal. Under the prior process, SEC staff exercised its independent judgment by assessing the validity of a company’s claim that the proposal could be excluded. Proponents and companies were not formally bound by the SEC’s decision, but they almost universally respected them as conclusive. Under the new process, a company need not meet Rule 14a-8’s burden of proving that their omission of a shareholder proposal is justified. Now, the SEC accepts at face value a company’s “unqualified representation” and issues a letter stating that the SEC has “No Objection” if the company omits the resolution.

“The new SEC policy is an undemocratic hall pass to corporate mismanagement that sends a message to investors to ‘sit down and shut up’ about how the company they own is managed,” said Skye Perryman, President and CEO of Democracy Forward. “This policy is inconsistent with existing SEC rules, and was adopted without following the legally-required process to consider a policy change. We are honored to work with corporate responsibility advocates to challenge this new policy and to fight for the rights of shareholders to have a say in how their investments are managed.”

The case is ICCR et al. v. SEC et al. in the U.S. District Court for the District of Columbia. The legal team at Democracy Forward on this case includes Simon Brewer, Brian Netter, and Victoria Nugent.

Read the complaint here.

About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, Bsky Social, and Facebook.

Please join us on Friday, 3/20 from 11:30 am to 12:30 pm ET for a preview of ICCR members’ 2026 shareholder proposals and our 2026 Proxy Resolutions and Voting Guide.

Our webinar will help contextualize the more than 400 resolutions filed by ICCR members for this proxy season, with a deeper discussion by proponents of the rationale for key initiatives.

Learn about ICCR member resolutions on the following topics:

The impacts of growing AI-driven data center energy demand, including a shifting of costs for new data center construction onto residential consumers, and an expansion of fossil-fuel infrastructure;
The human rights risks for companies involved in U.S. immigrant detention and deportation, and the reputational risks faced by retail stores where day laborers who gather for hire are vulnerable to federal immigration raids;
How growing regulatory pressure, litigation, and consumer demand for transparency are creating risks for food and beverage companies using additives in their products; and,
The necessity of strong guardrails for AI to prevent and mitigate potential legal, reputational, and customer trust risks.

As always, there will be a Q&A after the presentations where you will be invited to ask questions of the presenters.

All registrants will receive a link to download the Guide following the webinar.

Register Here

SAFETY & CONFIDENTIALITY AGREEMENT:
ICCR grants access to this webinar only to registered users whose identities have been verified beforehand. To attend, you must register using your name, email address and organization/affiliation. We will be manually confirming the identify of participants who have signed up to attend and reserve the right to remove any person.

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.”

NEW YORK, NY — Nathan Cummings Foundation (NCF) announced earlier this week that it has filed a lawsuit against Axon Enterprise, Inc. (AXON) in the U.S. District Court for the District of Columbia. The suit seeks to prevent AXON from excluding NCF’s shareholder proposal requesting greater transparency around the Company’s political spending.

This filing by NCF comes at a pivotal moment for shareholder rights in the United States. 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. In addition to NCF’s lawsuit, four New York City pension funds also recently filed a lawsuit against AT&T regarding that company’s decision to similarly exclude a shareholder proposal.

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. These recent lawsuits from NCF and the pension funds in New York demonstrate how investors, deprived of a longstanding tool for engagement with corporations, are left with more costly options, such as filing lawsuits, to meaningfully steward their investments.

The proposal calls 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. It also asks AXON to disclose all direct and indirect political contributions and to present the report to the board and make it available on the Company’s website. It is very common for shareholders to request this information from companies to better understand potential risks from election-related spending. Hundreds of companies already report on these metrics.

AXON recently notified the Securities and Exchange Commission (SEC) of its intent to exclude the proposal, asserting that it constitutes “micromanagement.” NCF disputes this claim, noting that SEC staff have consistently rejected similar arguments. Under SEC rules, AXON’s notice triggered NCF’s right to seek a judicial determination, and NCF has elected to do so. The suit requests expedited injunctive relief to ensure the proposal appears in AXON’s 2026 proxy statement, expected to be filed in mid-April.

“Companies should not be allowed to unilaterally determine what issues their shareholders can consider,” said Laura Campos, Senior Director of Economic Justice at NCF. “Upending the shareholder proposal process in this way harms rather than helps the processes by which investors and corporate leadership can work together to create and sustain long-term value. Lawsuits like this one filed against AXON were previously considered a last resort. But now, for many, they’re the only option.”

“The SEC’s retreat from the No Action process is leading to a great deal of uncertainty for both companies and investors,” said Josh Zinner, CEO of the Interfaith Center on Corporate Responsibility. “For shareholders, it could be increasingly difficult to engage with the companies they hold on issues of long-term corporate value. For companies, this abdication by the SEC will create additional legal and financial risk and undermines a long-standing private ordering process that enabled productive communication with their shareholders.

The court has also set a hearing on a preliminary injunction for March 4, 2026, at 3:00 pm.

MEDIA CONTACT:

Alex Tucciarone, atucciarone@iccr.org

Jon Zella, communications@nathancummings.org

Nathan Cummings Foundation (NCF) is a multigenerational family foundation honoring the Jewish tradition of social justice. NCF is working to shift power structures to co-create a more just, vibrant, sustainable, and democratic society. We support movements, change makers, and social entrepreneurs who are crafting solutions that advance racial, economic, and environmental justice.

The recent announcement by the SECʼs Division of Corporation Finance that its staff will not, during the 2026 proxy season, “… respond to no-action requests related to any basis for exclusion other than 14a-8(i)(1)” leaves both companies and investors in uncertain, uncharted waters. The lack of staff input deprives companies and proponents of an orderly and time-honored process.

Read the full statement on the Harvard Law School Forum on Corporate Governance.

New ICCR Resource Spotlights Corporate Governance Failures By Companies Amid SEC Oversight Vacuum