As You Sow v. Chubb Ltd.

The federal district court for the District of Columbia denied the nonprofit shareholder representative As You Sow’s motion for a preliminary injunction requiring the insurer Chubb Limited (Chubb) to include a shareholder proposal in its proxy materials for Chubb’s 2026 annual shareholder meeting. The proposal requested that Chubb “issue a third-party report assessing if and how pursuing subrogation claims for climate-related losses would benefit the Company and its insureds.” The court found that As You Sow failed to show that the proposal fell outside the Securities and Exchange Commission’s rule allowing companies to exclude proposals that related to a company’s ordinary business operations. The court found that As You Sow did not articulate why the potentially “acute” threat of climate change was the focus of its proposal and not “day-to-day subrogation decisionmaking.” The court declined, however, to dismiss the case either for failure to properly serve Chubb or for failure to state a claim. The court ordered As You Sow to serve Chubb within 120 days.

Chubb filed a motion to dismiss arguing that service of process was improper and that the case therefore should be dismissed for lack of jurisdiction. In addition, Chubb contended that As You Sow's delay in filing the lawsuit warranted dismissal under the doctrine of laches. Chubb also argued that there were no "extraordinary circumstances" supporting the awarding of affirmative preliminary injunctive relief and that As You Sow could not succeed on the merits as a matter of law. On March 20, the court ordered the parties to address whether defective service of process would pose an obstacle to a court granting a preliminary injunction.

The nonprofit shareholder representative As You Sow filed a lawsuit in the federal district court for the District of Columbia to compel the insurance company Chubb Limited to include As You Sow’s climate change-related shareholder proposal in the proxy materials for Chubb’s 2026 shareholder meeting. The complaint described the proposal as asking Chubb to “commission a report assessing whether it would benefit Chubb and its insureds for Chubb to pursue compensation from responsible third parties to offset the cost of insuring against losses stemming from climate change.” The complaint alleged that Chubb gave notice to the U.S. Securities and Exchange Commission on January 13, 2026 that it intended to exclude the proposal from its proxy materials on the grounds that the proposal qualifies for an exception to the rule requiring inclusion in proxy materials of properly submitted proposals. The exception cited by Chubb applies to proposals that deal with matters relating to the company’s “ordinary business operations.”