The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 17 May 2026 11:30:53 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Court Order Signals New Era for Shareholder Proposals Under Rule 14a-8 – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Court Order Signals New Era for Shareholder Proposals Under Rule 14a-8 https://corpgov.law.harvard.edu/2026/05/17/court-order-signals-new-era-for-shareholder-proposals-under-rule-14a-8/?utm_source=rss&utm_medium=rss&utm_campaign=court-order-signals-new-era-for-shareholder-proposals-under-rule-14a-8 https://corpgov.law.harvard.edu/2026/05/17/court-order-signals-new-era-for-shareholder-proposals-under-rule-14a-8/#respond Sun, 17 May 2026 11:30:53 +0000 https://corpgov.law.harvard.edu/?p=180863?d=20260515164220EDT Posted by Eric Juergens, William D. Regner, and Amy Pereira, Debevoise & Plimpton LLP, on Sunday, May 17, 2026
Editor's Note:

Eric Juergens and William D. Regner are Partners and Amy Pereira is an Associate at Debevoise and Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Juergens, Mr. Regner, Ms. Pereira, Matthew E. Kaplan, and Maeve O’Connor.

A recent federal court decision compelling a public company to include a shareholder proposal in its proxy materials illustrates the importance of shareholder engagement following changes to the Securities and Exchange Commission’s administration of Rule 14a-8.

Pension Fund Obtains Preliminary Injunction. In Thomas P. DiNapoli v. BJ’s Wholesale Club Holdings, Inc., a New York public pension fund obtained a preliminary injunction requiring BJ’s Wholesale Club Holdings, Inc., a regional membership-only warehouse club chain, to include the fund’s shareholder proposal in its proxy statement. The proposal requests that the company conduct and disclose an assessment of deforestation risks associated with its private label brands.

In February 2026, BJ’s notified the SEC’s Division of Corporation Finance that it intended to exclude the fund’s proposal from its proxy materials for the 2026 meeting, asserting that the proposal was excludable under the “ordinary business exclusion” of Rule 14a-8(i)(7). In response, the Division confirmed that it would “not object if the Company excludes the Proposal from its proxy materials.”

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