Tractor Supply Company | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Tractor Supply Company</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Climate Change </p>
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<strong>Focus Area:</strong>
<p>GHG Reduction and Targets, Renewable Energy / Energy Efficiency </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that Tractor Supply issue a report, at reasonable expense and excluding proprietary information, containing targets for measurably reducing its greenhouse gas (GHG) emissions and tracking progress annually toward those targets.<br><br><strong>Supporting Statement</strong>: Proponent recommends, at board and management discretion, that the report includes:<br>• Adopting science-based greenhouse gas emission reduction targets, taking into consideration criteria used by advisory groups like the Science Based Targets initiative (SBTi);<br>• Adopting supporting targets for renewable energy, energy efficiency, supply chain engagement, fleet electrification, or other measures deemed appropriate by management;<br>• Developing a transition plan demonstrating how the Company plans to meet its goals, while considering criteria used by advisory groups such as the Transition Plan Taskforce and CDP.<br><br><strong>Whereas</strong>: Economic losses from natural disasters attributed to climate change were nearly $750 billion over the last five years. Studies expect 2°C of warming to cost over $38 trillion annually by 2049. Climate change mitigation is critical to address investment risks and avert systemic economic losses.<br><br>Tractor Supply recognizes the risks climate change poses to its business in its 10-K, stating, “the long-term impacts of climate change, whether involving physical risks… or transition risks… are expected to be widespread and unpredictable” and, consequently, it may experience “interruption to operations, increased costs, or losses.”<br><br>Tractor Supply further acknowledges that legislative and regulatory responses to climate change may materially affect profitability. Policies addressing gas-powered lawn equipment have been adopted in 27 states. These include Texas, Florida, and Michigan, states in which Tractor Supply has a relatively high concentration of stores.<br><br>Tractor Supply adopted operational GHG reduction targets in 2021. In 2024, it withdrew these targets and has not set new targets.<br><br>Tractor Supply’s operational GHG emissions have increased 30% since 2022. The company has a goal of continued store expansions to 3,200 locations in the U.S. by 2030, which can significantly increase its absolute GHG emissions.<br><br>Over 11,700 companies have set or committed to setting targets with the SBTi, and the number of companies setting near-term targets nearly doubled between December 2023 and the end of Q2 2025. While Tractor Supply publishes a renewable energy strategy and holds itself “accountable to deliver meaningful reductions in our carbon footprint,” competitors including The Home Depot and Lowe’s have disclosed reports with GHG targets and plans to achieve them across their value chain. These plans detail near- and medium-term actions and targets to engage suppliers and increase product efficiency, emissions reduction scenarios, and climate strategy uncertainties.<br><br>To provide investors with clarity on whether and how current actions protect long-term shareholder value, Tractor Supply should take additional steps to address transition and regulatory risks associated with the global shift to a low-carbon economy. Proponents believe these steps should include setting emissions reduction targets.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Giovanna Eichner</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Green Century Capital Management, Inc.</span></div>
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<strong>Company:</strong>
<p>Tractor Supply Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Sexual Orientation Discrimination </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″>RESOLVED: Shareholders of Tractor Supply Company (the “Company”) urge the Board of Directors to prepare a report on the Company’s efforts to prevent harassment and discrimination based on gender identity and sexual orientation. This report shall include a description of the Company’s non-discrimination policies, equitable benefits for lesbian, gay, bisexual, transgender, and queer (“LGBTQ+”) workers and their families, and the Company’s policies and practices to support creating an inclusive corporate culture. The report shall be prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, and should be publicly disclosed on the Company’s website.</p>
<p class=”p3″>SUPPORTING STATEMENT</p>
<p class=”p3″>We believe that diverse and inclusive work environment free of discrimination and harassment increases shareholder value. Decades of economic, financial, and accounting research studies have quantified the economic costs of discrimination and harassment. Firms that discriminate based on demographic characteristics bear an associated cost in the form of diminished profits.1 Firms that engage in hiring discrimination are more likely to go out of business.2 Firms where workers experience sexual harassment experienced decreased market value.3</p>
<p class=”p3″>We are concerned that our Company’s decision to stop reporting data to the Human Rights Campaign reduces transparency regarding our Company’s nondiscrimination policies.4 Academic studies show that firms that support LGBTQ+ equality in the workplace report higher profitability,5 higher stock market valuations,6 improved credit ratings,7 and greater innovation.8 Transgender people are as likely to live in rural areas as cisgender people, and face the same levels of discrimination as in non-rural areas.9 Public opinion survey research has found that rural identified respondents are broadly supportive of LGBTQ+ rights.10</p>
<p class=”p3″>For these reasons, we urge you to vote FOR this proposal.</p>
<p class=”p5″>1 Gary Becker, The Economics of Discrimination, University of Chicago Press, 1957.</p>
<p class=”p6″>2 Devah Pager, “Are Firms That Discriminate More Likely to Go Out of Business?,” Sociological Science, September 19, 2016.</p>
<p class=”p7″>3 Mads Borelli-Kjaer et. al., “#MeToo: Sexual Harassment and Company Value,” Journal of Corporate Finance, Volume 67, 2021.</p>
<p class=”p6″>4 https://corporate.tractorsupply.com/newsroom/news-releases/news-releases-details/2024/Tractor-Supply- Company-Statement/default.aspx</p>
<p class=”p6″>5 Shaun Pichler et. al., “Do LGBT-Supportive Corporate Policies Enhance Firm Performance?,” Human Resource Management, August 14, 2017.</p>
<p class=”p6″>6 Veda Fatmy et. al., “Does Lesbian and Gay Friendliness Pay Off? A New Look at LGBT Policies and Firm Performance,” Accounting & Finance, March 31, 2021.</p>
<p class=”p6″>7 Pandej Chintrakarn et. al. “Do LGBT-Supportive Corporate Policies Improve Credit Ratings? An Instrumental- Variable Analysis,” Journal of Business Ethics, August 30, 2018.</p>
<p class=”p6″>8 Mohammed Hossain et. al., “Do LGBT Workplace Diversity Policies Create Value for Firms?,” Journal of Business Ethics, April 25, 2019.</p>
<p class=”p6″>9 Movement Advancement Project, “Where We Call Home: Transgender People in Rural America,” November 2019.</p>
<p class=”p6″>10 Jack Thompson, “Rural Identity and LGBT Public Opinion in the United States,” Public Opinion Quarterly, November 3, 2023.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Brandon Rees</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>AFL-CIO</span></div>
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<strong>Company:</strong>
<p>Tractor Supply Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Inclusiveness </p>
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<strong>Focus Area:</strong>
<p>Equal Employment Opportunity (EEO) </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class><strong>WHEREAS: </strong>Tractor Supply states in its 2024 proxy statement that “diversity and inclusion are values ingrained in our culture and essential to our business” and “diversity, equity and inclusion plays a key role in moving our business forward.”[1]</p>
<p class>However, in a June 2024 8-K filing, Tractor Supply reported making apparently substantive shifts in its workplace diversity strategy, including eliminating diversity, equity, and inclusion (DEI) roles, ceasing to pursue DEI goals, and no longer submitting data to the Human Rights Campaign’s corporate survey.[2]</p>
<p class>Many investors value ensuring that a company’s human capital management strategy results in a meritocratic workplace. Dismantling key DEI policies and practices may expose Tractor Supply to legal, financial, and reputational risks that will undermine its long-term growth.</p>
<p class><strong>Legal:</strong></p>
<p class>The 1964 Civil Rights Act prohibits racial and gender discrimination. It requires that companies maintain harassment policies “reasonably designed and reasonably effectual,” and an employer can be held responsible if it should reasonably have known that harassment was occurring. Reducing or eliminating DEI initiatives creates legal risk and may indicate a lack of corporate commitment to managing discriminatory behavior.[3]</p>
<p class><strong>Financial:</strong></p>
<p class>Many studies indicate that investors benefit from companies with management diversity. McKinsey studies have consistently found that companies with higher diversity in corporate leadership are more likely to outperform peers on profitability. This includes a 39 percent greater likelihood of outperformance for companies in the top quartile for diverse representation in executive teams versus those in the bottom quartile.[4]</p>
<p class>A review by As You Sow and Whistle Stop Capital of management diversity in over 1,600 companies found statistically significant positive correlations for key financial indicators, including: return on equity, invested capital, revenue growth, and share price performance.</p>
<p class>A 2024 meta-analysis found that companies with DEI initiatives experience increased innovation, enhanced employee engagement and satisfaction, and improved decision-making.[5]</p>
<p class><strong>Long-term growth:</strong></p>
<p class>Tractor Supply’s core consumers are rural Americans, a demographic on the cusp of significant change. The percentage of non-White rural Americans rose 19 percent between the 2010 and 2020 census.[6] The current average age of American farmers is over 58 years, with almost 40 percent over 65. Among new farmers, 41 percent are female, with more women than men involved in financial management.[7]</p>
<p class><strong>BE IT RESOLVED: </strong>Shareholders request that Tractor Supply’s Board prepare and issue a report, at reasonable expense, excluding proprietary information, describing the research and analysis the Board undertook before making changes to its DEI policies and practices in Summer 2024.  </p>
<p class><strong>SUPPORTING STATEMENT:</strong> Shareholders suggest the report include, at Board discretion: </p>

<p class>A qualitative and quantitative description of the DEI-related concerns raised by the Company’s consumer base, if any; </p>

<p class>The process and level of Board involvement in decision-making related to the Company’s DEI strategy; </p>

<p class>Current and planned strategies to ensure a workplace free of harassment and discrimination; and </p>

<p class>Any foreseeable impacts on the Company’s ability to source diverse talent, consumer sentiment, or brand value.</p>

<p class>[1] https://www.sec.gov/ix?doc=/Archives/edgar/data/916365/000119312524077638/d569535ddef14a.htm</p>
<p class>[2] https://www.sec.gov/ix?doc=/Archives/edgar/data/916365/000091636524000077/tsco-20240627.htm</p>
<p class>[3] https://niwr.org/wp-content/uploads/2024/10/NIWR-Summary-Memo-on-DEI.pdf</p>
<p class>[4] https://www.mckinsey.com/featured-insights/diversity-and-inclusion/diversity-matters-even-more-the-case-for-holistic-impact</p>
<p class>[5]https://www.researchgate.net/publication/380115625_ENHANCING_ORGANIZATIONAL_PERFORMANCE_THROUGH_DIVERSITY_AND_INCLUSION_INITIATIVES_A_META-ANALYSIS</p>
<p class>[6] https://ruralinnovation.us/blog/who-lives-in-rural-america-part-i/</p>
<p class>[7] https://www.nass.usda.gov/Publications/Highlights/2020/census-beginning%20-farmers.pdf; https://www.nass.usda.gov/Publications/Highlights/2024/Census22_HL_FarmProducers_FINAL.pdf</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Lyndsay Fritz</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Amalgamated Bank</span></div>
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Resolution Details

Company:

Tractor Supply Company

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn for Agreement

Resolution Text

Resolved

James McRitchie and other shareholders request that directors of Tractor Supply Company (“Company”) amend its bylaws to include the following language:

“Shareholder approval is required for any advance notice bylaw amendments that:

1. require nomination of candidates more than 90 days before the annual meeting,

2. impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or

3. require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of Company’s shares.”

Supporting Statement

Under SEC Rule 14a-19, the universal proxy card must include all director nominees presented by management and shareholders for election.[1] Although the Rule implies each side’s nominees must be grouped together and clearly identified as such, in a fair and impartial manner, most rules for director elections are set in company bylaws.

For Rule 14a-19 to be implemented equitably, boards must not undertake bylaw amendments that deter legitimate efforts by shareholders to submit nominees. The bylaw amendments set forth in the proposed resolution would presumptively deter legitimate use of Rule 14a-19 by deterring legitimate efforts by shareholders to seek board representation through a proxy contest.

The power to amend bylaws is shared by directors and shareholders. Although directors have the power to adopt bylaw amendments, shareholders have the power to check that authority by repealing board-adopted bylaws. Directors should not amend the bylaws in ways that inequitably restrict shareholders’ right to nominate directors. This resolution simply asks the board to commit not to amend the bylaws to deter legitimate efforts to seek board representation, without submitting such amendments to shareholders. We urge the Board not to amend its advance notice bylaws until shareholders have at least voted on this proposal.

Directors of at least one company (Masimo Corp.) recently adopted bylaw amendments that could deter legitimate efforts by shareholders to seek board representation through a proxy contest. Masimo’s advance notice bylaws “resemble the ‘nuclear option’ and offers a case study in how rational governance devices can become unduly weaponized, writes Lawrence Cunningham.[2] Directors of other companies are considering similar proposals.

Bloomberg’s Matt Levine speculates bylaws might require disclosure submissions “on paper woven from unicorns’ manes,”[3] with requirements waived for the board’s nominees.

To ensure shareholders can vote on any proposal that would impose inequitable restrictions, we urge a vote FOR Fair Elections.

To Enhance Shareholder Value, Vote FOR
Fair Elections – Proposal [4*]

[1] https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14a-19

[2] https://corpgov.law.harvard.edu/2022/10/23/the-hottest-front-in-the-takeover-battles-advance-notice-bylaws/

[3] https://www.bloomberg.com/opinion/articles/2022-10-27/credit-suisse-gives-first-boston-gets-a-second-chance?sref=a7KhiWzs

Report Targets for Measurably Reducing GHG Emissions

Resolution Details

Resolution Text