Shareholders’ Stand: Investors Push to Reassert Control Amid Rising DEI Exclusions

18 February 2026

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By Jack Grogan-Fenn

Shareholders have sued US telecommunications giant AT&T for excluding a DEI-focused proposal as heightened risks created by the US SEC’s change in approach to ‘no action’ requests are highlighted. The news comes the same week that Goldman Sachs is reportedly set to drop the DEI criteria for its board despite little appetite from shareholders.

Minerva Analytics will next week publish a briefing focused on diversity which explores the political pressure on DEI, shareholder support of anti-DEI proposals and the increased litigation risk created by the SEC’s stance shift among other areas.

Investor Action

Four New York City public pension funds have legally contested AT&T’s reasons for excluding a diversity-related shareholder proposal from the Comptroller of the City of New York. The resolution requested the company to adopt a policy requiring the public disclosure of its Consolidated EEO-1 Report, which breaks down its workforce by ethnicity, gender and race, which the firm is meant to submit to the US Equal Employment Opportunity Commission annually. AT&T had publicly submitted annual diversity breakdowns to the between 2021 and 2023 but failed to do so “without explanation” in 2024 according to the shareholders, leading to the proposal.

Exclusion Justification

AT&T stated they are excluding the proposal under Rule 14a-8(i)(7) which enables companies to exclude proposals that concern ordinary business matters. The company pointed to a 2021 case where the SEC had granted ‘no action’ relief to Moody’s allowing it to exclude a resolution which requested the company disclose its annual Consolidated EEO-1 Report within 60 days of submission.

While the SEC could well have sided with AT&T on this exclusion, there is no guarantee that it would have only responding that it will “not object” if the proposal is excluded by the firm. The resolution from the Comptroller of the City of New York is less arduous than that which faced Moody’s, with no set deadline for publishing the EEO-1 Report. Additionally, several other similar proposals have been voted on and secured meaningful shareholder support since the 2021 Moody’s case. This included a proposal at Texas Roadhouse Inc in May 2025 which received more than 28% of votes in favour.

Litigation Risks Laid Bare

The lawsuit from the four pension funds hammers home the increased litigation risks stemming from uncertainty caused by the SEC’s controversial decision to not respond to ‘no action’ requests during the 2026 proxy season. As reported by Minerva Analytics, investors may be forced to turn to legal avenues to voice their concerns about investee companies as a result of the SEC’s changes. This risk was highlighted by both New York City Comptroller Thomas DiNapoli and the Interfaith Center on Corporate Responsibility.

However, not all legal action over shareholder proposals will be successful. A Delaware federal judge last week reportedly pared back claims from two conservative investors in a lawsuit against Airbnb which alleged they had wrongfully rejected their resolutions from 2026 proxy materials.

‘No Action’ Impacts

The SEC’s change in ‘no action’ request approach has created uncertainty for shareholders and companies. In addition to the litigation risk for firms, some have also suggested that there could be a drop in the number of shareholder proposals during the 2026 season. Although AT&T are yet to release their 2026 proxy statement – which has released in mid-March each of the last four years – there were no shareholder proposals voted on at its 2025 AGM, something which could well happen for a second consecutive year.

Ditching DEI

Goldman Sachs is reportedly set to drop DEI criteria for its board, including removing gender identity, race, sexual orientation and other diversity factors from consideration. The decision appears to be a politically driven decision with seemingly little pressure from the firm’s shareholder base at-large. Noted anti-DEI proponent the National Legal Policy Center (NLPC) has been pressing the company to scrap this criteria and had intended to submit a proposal at its 2026 AGM but withdrew it after Goldman Sachs indicated it intended to remove the criteria.

Goldman Sachs shareholders have had ample opportunity to support anti-DEI proposals at the company. There were two anti-DEI proposals at the firm’s 2025 AGM, including one from the NLPC, but these received just 1.6% and 1.8% support from investors. Earlier this month, NLPC similarly reached agreements with both American Express and John Deere to remove DEI-related requirements for board candidates which saw the Center withdraw resolutions at both firms.

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Last Updated: 18 February 2026