Mixed Messages: Disney Accepts Resolutions from Anti-ESG Proponent Trio Amid Legal Uncertainty

28 January 2026

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By Jack Grogan-Fenn

Disney has revealed that three shareholder proposals from anti-ESG proponents will be voted on at its 2026 AGM amid concerns over litigation should resolutions be excluded following controversial changes to the ‘no action’ process.

Disney’s 2026 AGM is scheduled to take place on 18 March. It will be held against the backdrop of the US Securities and Exchange Commission’s (SEC) controversial choice not to respond to ‘no action’ requests during the 2026 proxy season, which has caused confusion  for shareholders and companies alike. There will be four shareholder proposals voted on at the company’s annual meeting, three of which are from anti-ESG proponents. Disney had filed ‘no action’ requests against three of the four proposals which will now be voted on at its AGM, highlighting the uncertainty caused by the SEC’s stance change.

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Key Client Takeaways:

Company Caution Amid Uncertainty

• Disney has included three shareholder proposals predominately from anti-ESG proponents that it had previously submitted ‘no action’ requests on. Including these proposals reflecting the company’s caution amid regulatory uncertainty, something which could be echoed at fellow firms.

Rising Litigation Risk Faces Firms

• The US SEC decision to not respond to ‘no action’ requests is pushing companies into a tougher environment where excluding resolutions may trigger investor litigation, as highlighted by ICCR and recent high‑profile disputes over “micromanagement” to reject resolutions.

Anti‑ESG Influence Remains Limited

• Despite louder anti‑ESG activism since Donald Trump’s re-election as President such resolutions continue to receive minimal shareholder support – often below 3% – showing limited investor appetite for dismantling ESG ideas and initiatives.

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Three of the four shareholder proposals to be voted on at Disney’s AGM are from noted anti-ESG proponents the National Center for Public Policy Research (NCPPR), National Legal and Policy Center (NLPC) and Bowyer Research. NCPPR’s proposal requested Disney’s board to produce a report on the expected and potential return on investment from climate commitments, while the resolution filed by Bowyer Research on behalf of an individual shareholder related to “religious discrimination” against employees. Disney has recommended that shareholders vote against all four of the proposals at its AGM.

Disney filed six ‘no action’ requests to exclude shareholder proposals, according to the SEC’s website, none of which the commission intends to respond to. The company reversed its position on three of these six proposals deciding to put them to a shareholder vote in March. This could be seen as the company erring on the side of caution following the SEC’s change in stance towards ‘no action’ requests, which some have suggested could heighten the risk of litigation for firms by excluding proposals without assent from the commission.

None of the other three proposals which Disney had filed ‘no action’ requests against have been marked as ‘withdrawn’, meaning that they could have been excluded by the company without input from the SEC. If Disney had not reversed its position on three of the six proposals it had filed ‘no action’ requests against only one resolution – from the NLPC requesting that the company adopt cumulative voting for board elections – would have gone to a shareholder vote.

In its proxy statement, Disney noted above the three proposals it had considered excluding that “given recent regulatory changes, we are including this proposal in the proxy statement, notwithstanding that we believe that it does not meet the requirements of Rule 14a-8, including on grounds that the proposal, read together with its supporting statement, is materially false and misleading in multiple respects (including statements regarding the Company and statements regarding purported research the proponent cites), relates to the Company’s ordinary business operations and has already been substantially implemented by the Company.”

The SEC’s decision to not respond to ‘no action’ requests risks handing unprecedented discretion to corporate management and sidelining investor voices on key environmental and social issues. Some have also warned that it could also lead to increased litigation risk for companies due to it limiting the avenues shareholders have to ensure their voice is heard by companies.

The Interfaith Center on Corporate Responsibility warned that companies could open themselves up to legal action if they opt to exclude resolutions, with its Senior Policy Advisor Timothy Smith adding that investors would be left with the “difficult choice” of going to the courts or challenge a company by voting against the Board. New York State Comptroller Thomas DiNapoli flagged similar concerns earlier this month.

While the number of shareholder proposals at Disney’s AGM appears to contradict the idea of the overall number of resolutions declining, it does highlight that shareholder proposals on environmental and social issues face an increasingly uphill battle during the 2026 proxy season. Disney’s 2026 AGM is set to be dominated by proposals from anti-ESG proponents despite a proposal from pro-ESG proponent As You Sow being the most strongly supported at the firm’s 2025 AGM.

The proposal requested Disney publish a report disclosing if and how the Company is protecting retirement plan beneficiaries from increased future portfolio risk created by present-day investments in high-carbon companies. This proposal secured more than 7% of votes in favour, while neither of the resolutions from anti-ESG proponents at Disney’s 2025 AGM surpassed 1.5% support. Similarly, a proposal from a pro-ESG proponent requesting a report from Disney’s board to shareholders on the Company’s political donations received more than 29% of votes in favour at its 2024 AGM.

Disney took several reputational blows in 2025. It was one of the major companies to publicly pull back on DEI-related initiatives following the start of Donald Trump’s second term as US President in January 2025. Its subsidiary ABC was also at the centre of the firestorm surrounding talk show host Jimmy Kimmel, who was suspended for making jokes about Charlie Kirk in a polarising decision. As well as putting the company in the crosshairs of the President, it drew condemnation from many others and reportedly saw the company’s market cap drop by billions.

Disney’s decision to include a shareholder proposal despite filing a ‘no action’ request is not a novel one, with Costco similarly opting to include a resolution from an anti-ESG shareholder proponent which it had previously filed a ‘no action’ request against, as reported by Minerva Analytics. This could suggest that the 2026 proxy season may not spell the end of shareholder proposals as some had feared.

The proposal from the NCPPR at Costco was similar to that it has filed at Disney, which requested Costco’s board to evaluate and report on the financial risks and costs associated with the company’s climate commitments. The proposal received just 1.4% of votes, less than even the average 2.9% of votes in favour that anti-ESG proposals received during the 2025 proxy season as covered in Minerva Analytics’ 2025 Proxy Season Review.

Shareholder have also publicly denounced companies for excluding proposals without SEC approval under the rules, as is the case with John Chevedden seeing his resolution rejected at US tech firm Cadence Design Systems over alleged “micromanagement”, as reported by Minerva Analytics.

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Last Updated: 28 January 2026