New York State Comptroller Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund, released a statement today following a United States District Court for the District of Massachusetts ruling granting his request for a preliminary injunction requiring the Fund’s shareholder proposal at BJ’s Wholesale Club Holdings, Inc., to be included on the company’s 2026 proxy materials for a vote by shareholders at their annual meeting:
“I am pleased with the court’s well-reasoned decision rejecting the company’s efforts to diminish shareholder rights and reduce corporate transparency. As trustee of the New York State Common Retirement Fund, I will continue to take action to resist efforts to reduce corporate accountability and diminish shareholder rights impacting the continued value of our investments.”
The BJ’s decision is the first instance in which a federal court has formally ruled in a shareholder proponent’s favor since the SEC’s recent change in policy, and establishes that companies may not wantonly exclude shareholder proposals. It sets a significant precedent for how courts may treat company-initiated exclusions for the remainder of the 2026 proxy season and beyond.
The Fund’s shareholder proposal, submitted under SEC Rule 14a-8, sought “an assessment of risks of deforestation associated with BJ’s private label brands.” After BJ’s moved to unilaterally exclude the proposal from its 2026 proxy materials, the Fund filed suit in the U.S. District Court for the District of Massachusetts on March 2, 2026.
The company, among other things, argued in court that shareholders as a whole have no right to legally challenge a corporation’s unilateral decision to preclude shareholder proposals and that even general proposals intrude on the company’s management prerogative. Following the SEC’s Nov. 17, 2025, announcement that its Division of Corporation Finance would stop substantively reviewing virtually all no-action requests from companies seeking to exclude shareholder proposals during the 2025–2026 proxy season, investors have been forced to seek relief in federal court.
If the company had prevailed on its broad claim, coupled with the SEC’s policy, shareholders would have been left with no avenue to compel a company to bring important issues impacting investment value to vote at corporations’ annual meeting.
The case is DiNapoli v. BJ’s Wholesale Club Holdings, Inc., No. 26-cv-11075 (D. Mass. March 2, 2026). The Fund is represented in this matter by Grant & Eisenhofer, and Berman Tabacco serves as local counsel.