Nathan Cummings Foundation Files Suit to Prevent Axon from Excluding Shareholder Proposal on Political Spending Transparency
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.
