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