Shareholders Sue: Lawsuit Launched Over Climate Proposal Exclusion

6 March 2026

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By Jack Grogan-Fenn

Shareholder advocacy group As You Sow has launched a lawsuit challenging the exclusion of a climate-related shareholder proposal at international insurance company Chubb. The litigation follows recent cases brought by investors against AT&T and Axon where resolutions were similarly excluded by the companies without attaining assent from the US Securities and Exchange Commission (SEC).

Absent Assent

The proposal in question from As You Sow would allow shareholders to vote on whether Chubb should commission a report assessing whether pursuing subrogation claims against parties responsible for climate change could reduce losses, benefit shareholders and help preserve affordable homeowners insurance.

Chubb notified As You Sow that it intended to exclude the proposal in January, as well as registering a ‘no action’ request with the SEC. The Commission did not approve the company’s ‘no action’ request, rather just responding that it would not object if the company excludes the proposal from its proxy materials in line with the SEC’s controversial change in approach to ‘no action’ requests.

Lawsuit Logic

“Insurance companies are raising rates and dropping coverage because of climate-related disasters, but the parties most responsible — the major fossil fuel producers — are not being held accountable,” said Danielle Fugere, President and Chief Counsel of As You Sow. “Our proposal simply asks Chubb to evaluate whether recovering costs from responsible parties could help keep insurance affordable for the families and communities that depend on it.

“Who bears the cost of climate change?”, she added. “Right now, that burden is falling on homeowners and communities who did nothing to cause the crisis. Shareholders have a right to ask whether there’s a better way — and Chubb should not be allowed to silence that question.” 

Proposal Performance

Chubb typically faces few shareholder proposals, with a maximum of two being voted on at each of its last four AGMs. However, climate-related resolutions have performed well at these meetings. At the company’s 2022 AGM a proposal requesting that the Board of Directors issue a report regarding the GHG emissions associated with its underwriting, insuring, and investment activities passed, receiving almost 72% of votes in favour.

Meanwhile, a resolution requesting the approval of a shareholder proposal regarding greenhouse gas emissions report received more than 28% at its 2024 AGM and a proposal requesting the Board to adopt policies to reduce emissions saw almost 29% support at its 2023 AGM.

Chubb has not yet released its 2026 proxy statement so it is yet to be confirmed whether there will be any shareholder proposals at its 2026 AGM. In each of the previous four years the company has released its proxy statement in the second half of March and held its AGM in mid-May.

‘No Action’ Impact

The SEC’s decision to not respond to the majority of ‘no action’ requests during the 2026 proxy season has triggered uncertainty for both shareholders and companies. The change means that companies can exclude shareholder proposals without needing approval from the Commission, overriding a long-standing precedent. This has led some to suggest that there could be a drop in the overall number of resolutions voted on in the US during the 2026 proxy season. As You Sow was one of the major shareholders which met with the SEC in January where they stressed concerns over this change and others that risk undercutting shareholder rights.

However, the change also opens companies up to heightened litigation risk from investors, who could choose to sue the firm if they feel that it has unfairly excluded a proposal. This has proven the case in recent weeks, with AT&T and Axon being sued by shareholders. This saw AT&T rapidly U-turn on its exclusion decision to avoid a drawn-out litigation proceeding, meaning that shareholders will be able to vote on the proposal at the company’s forthcoming AGM. Meanwhile, it was this week reported that Axon and the Nathan Cummings Foundation were ordered by a Washington DC judge to find middle ground on a proposal for the firm’s 2026 AGM.

The change has also interestingly seen some of caution, including shareholder proposals on proxy statements that they had previously filed ‘no action’ requests against. By doing this, firms do not expose themselves to this heightened litigation risk.

Climate Risk Complaint

This week also saw a ‘first-of-its-kind’ climate-linked lawsuit launched against US real estate company by an ex-employee. ClientEarth described first-of-its kind class-action lawsuit alleging that the company breached its duties under the Employee Retirement Income Security Act by failing to protect workers’ 401(k) savings from material climate-related financial risks. “If successful, the lawsuit could set a significant precedent, forcing a fundamental shift in how risk is managed across the entire U$12 trillion US retirement market,” said ClientEarth.

The lawsuit alleges that Cushman & Wakefield failed to evaluate, monitor and remove the Westwood Quality SmallCap Fund. This has exposed retirement savers to dangerous levels of climate-related financial risk while at the same time underperforming and charging unreasonably high fees, according to the complaint. The lawsuit also claims that the company failed to guard against conflicts of interest between participants and the financial services firm Fidelity, which both advised and administered the plan.

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Last Updated: 6 March 2026