Tosdal v. NorthWestern Corp.

The federal district court for the District of Montana ruled that a public utility company could omit from its proxy materials a shareholder proposal requesting that the company cease coal-fired generation of electricity at a power plant and replace it with renewable energy sources and energy storage technologies by the end of 2025. The court agreed with the company that the proposal could be excluded pursuant to the Securities and Exchange Commission’s rules for shareholder proposals because the proposal impermissibly interfered with a matter relating to the company’s “ordinary business operations.” The court concluded that although the proposal raised “sufficiently significant social policy issues,” it would have to focus on “something larger than shutting down a specific plant by a specified target date” in order “to transcend the ordinary business operations” of the utility company.

A Montana man filed a lawsuit in the federal district court for the District of Montana to compel NorthWestern Corporation to include in its annual proxy statement his shareholder proposal requesting that the company cease coal-fired generation of electricity from the Colstrip power plant in Montana by 2025 and replace the electricity generated by the plant with non-carbon renewable energy. The plaintiff alleged that he is a shareholder in NorthWestern, the parent company of a company that operates an energy company that generates and transmits electricity to parts of Montana, South Dakota, and Nebraska. The plaintiff alleged that NorthWestern had told the Securities and Exchange Commission that it intended to omit the proposal on grounds that the plaintiff asserts are invalid. The plaintiff sought a declaration that his proposal qualified for inclusion in NorthWestern’s 2020 proxy statement and that NorthWestern had a legal duty to include it.