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. 

Lawsuit to bar BJ’s Wholesale Club Holdings, Inc. from excluding from the proxy materials for its 2026 annual meeting a shareholder proposal requesting that BJ’s conduct an assessment of deforestation risks associated with its private-label products.

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

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Massachusetts Federal Court Granted Preliminary Injunction in New York State Comptroller’s Suit

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United States of America

Massachusetts

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Area of the economy in which actors engage in identical or related activities.

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The activities of industries that transforms raw materials into finished goods through industrial processes.

This sector involves the wholesale and retail selling of goods.

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This sector provides medical services, manufactures medical equipment, and develops pharmaceuticals to maintain and improve health.

Slow onset events evolve gradually from incremental changes over many years or from increased frequency or intensity of recurring events. As defined in the Cancun Adaptation Framework (2010), slow onset events include risks and impacts from rising temperatures, desertification, biodiversity loss, land and forest degradation, glacial retreat, ocean acidification, sea level rise, and salinization.

Massachusetts Federal Court Granted Preliminary Injunction in New York State Comptroller’s Suit

Risk

Fossil fuel

Economic sector

Finance