DiNapoli v. BJ’s Wholesale Club Holdings, Inc.

After the court granted the motion for preliminary injunction, BJ’s filed its 2026 proxy materials, which included the Fund’s shareholder proposal, and the parties stipulated to the dismissal of the action with prejudice.

On April 22, 2026, the federal district court for the District of Massachusetts granted the New York State Comptroller’s motion for a preliminary injunction in the Comptroller’s suit seeking to bar BJ’s Wholesale Club Holdings, Inc. (BJ’s) from excluding from the proxy materials for its 2026 annual meeting a shareholder proposal requesting that BJ’s “conduct an assessment of risks of deforestation associated with its private-label brands within one year and provide a report summarizing the results.” The Comptroller brought the suit in his capacity as Administrative Head of the New York State and Local Retirement System and as Trustee of the New York State Common Retirement Fund (Fund), which submitted the proposal. The suit alleged that the Fund “submitted its proposal consistent with its long-standing focus on climate-related corporate risks.” The court rejected BJ’s contention that there was no private right of action under the Securities and Exchange Act of 1934 to enforce the Securities and Exchange Commission’s Rule 14a-8, which governs the process for shareholder proposals. The court also found that BJ’s could not exclude the proposal based on any procedural or eligibility-based deficiency. In addition, the court found that BJ’s was not likely to succeed on the merits of its argument that it properly excluded the proposal under the ordinary-business exclusion. The court found that the proposal focused on the “potential generalized risk” of deforestation posed by one aspect of BJ’s business and that the impacts of the requested assessment on BJ’s future decisions was an “incidental byproduct” of the proposal, with such decisions “committed to the discretion of management.” The court further found that the proposal did not seek to “micromanage” the company. The court also found that the proposal could not be excluded as improper under Delaware law and that the proposal was not impermissibly vague. The court found that the Fund demonstrated irreparable harm, that the balance of equities favored the fund, and that an injunction would serve the public interest. The court ordered the Fund to post bond of $20,000 and denied BJ’s motion to dismiss.