In November 2025, under Chair Paul Atkins, the Securities and Exchange Commission (SEC) announced a policy that substantially shifted power from shareholders to corporations. For companies seeking to exclude shareholder proposals during the 2025-2026 proxy season, the SEC indicated they would not substantively review most no‑action requests, instead deferring to company representations.
This shift materially weakened the procedural protections that shareholders have historically relied on. While most companies have continued to include shareholder proposals that meet the requirements set forth under Rule 14a-8, the lack of a procedural path to challenging corporate exclusions has required shareholders to utilize other legal and strategic approaches to preserve their right to access the proxy ballot. While these alternative paths can be costly and time intensive, it is important for shareholders with the resources and ability to pursue them to explore new or underutilized paths to preserve shareholder rights.
This month, Trillium’s Advocacy team employed an innovative path to a successful negotiation with BJ’s Wholesale Club (BJs) following their request for a no-objection letter from the SEC on our greenhouse gas (GHG) emissions proposal. We are proud to join other committed shareholders in the exploration of multiple paths to protect our rights as shareholders.
Earlier this year, BJ’s asked the SEC staff for a no-objection letter to omit the proposal pursuant to the vacuum created by the SEC’s withdrawal from its role as referee on Rule 14a-8 shareholder proposals. Trillium responded promptly and engaged the company directly to seek a practical solution that protects shareholder rights. After dialogue with BJ’s, the company has agreed to include Trillium’s GHG emissions shareholder proposal in its 2026 proxy materials.
In those discussions, Trillium outlined a clear path forward under SEC proxy solicitation rules and BJ’s bylaws: if the company continued towards omission, Trillium would submit shareholder proposals under the pathway provided for in the company’s bylaws and solicit proxies in support of those items. Those proposals would have included a GHG emissions proposal and, importantly, additional good corporate governance shareholder proposals. Trillium’s objective throughout was straightforward - ensuring shareholders had the opportunity to consider, at least, Trillium’s GHG emissions proposal on the company’s proxy.
Following further engagement, Trillium and BJ’s reached an agreement: BJ’s will include the Trillium shareholder proposal in its 2026 proxy materials, and the engagement would proceed in the well-established Rule 14a-8 process.
Why this matters:
- Protecting shareholder rights in a non-litigation form: Exclusion disputes are increasingly ending up in court. This outcome demonstrates that there can be credible and effective alternatives that protect shareholder rights.
- Clarifying the risk landscape for companies: When a proposal is omitted in this SEC-created vacuum, companies should be aware that they face multiple legal, governance, and reputational risks – including independent proxy solicitations.
- Reinforcing that process choices have consequences: This outcome underscores that attempts to exclude legitimate and valid shareholder proposals can trigger alternative, bylaw-based routes and the prospect of a broader ballot.
- Setting an expectation for how exclusion disputes are handled: As the SEC’s posture shifts, the practical “rules of the road” are increasingly shaped by what companies do when challenged. This outcome sends a clear signal that exclusion in this new SEC regime is not a low-friction default and that investors can respond with credible escalation pathways.
- Protecting the shareholder voice and vote in an uncertain environment: In a period of reduced regulatory refereeing, boards have more responsibility to avoid actions that constrain shareholder voice. This outcome highlights that shareholders can and will use multiple available mechanisms to ensure important issues reach the proxy.
- Demonstrating meaningful options without resorting to court: Investors are not confined to a binary choice between acquiescing to omission and filing suit. Without shifting the dispute to the judiciary, shareholders retain credible, well‑established procedural tools, including independent solicitations, that can change the equation.
