Amazon, Tesla Get Limited Aid From SEC’s Investor Activism Curbs

Amazon, Tesla, Wells Fargo, and other companies have so far had limited success leveraging a Trump SEC initiative intended to restrict investors seeking corporate action on environmental and social issues.

Companies this year have blocked shareholder proposals a little more than half the time, at most, with the aid of new Securities and Exchange Commission curbs targeting ESG investors, according to a Bloomberg Law review of agency records. The SEC in February retracted a Biden-era policy intended to ease consideration of environmental, social, and governance proposals at annual shareholder meetings.

The SEC has since weighed in on dozens of fights between companies and investors over which proposals make it onto annual meeting ballots, helping to interpret its updated shareholder resolution policy. The agency can sue a company that lacks a sufficient basis to bar a vote on a proposal.

Investors raised concerns in February that the SEC’s new position would disrupt their activism this year. Amazon.com Inc., Tesla Inc., Wells Fargo & Co., and many other companies usually issue ballots for their annual meetings during the first half of the year, a period known as the proxy season.

Amazon, Tesla, and Wells Fargo secured SEC support to scrap various ESG-related proposals, including bids aimed at advancing collective bargaining and stopping deep sea mining. But the agency spurned their efforts to toss resolutions intended to improve working conditions and sustainability, among other shareholder efforts.

“People thought it was a turning point,” said Antoine Argouges, CEO of Tulipshare, which was able to bring ESG resolutions, despite the new policy. “It didn’t prove to be one.”

‘Deviation From Past Practice’

Companies, investors, and the SEC have this year raised the reversal as part of their arguments in more than 90 disputes over whether companies could exclude shareholder proposals from their annual meeting ballots as of July 2.

The agency advised companies they could scuttle up to 42 proposals under the position change. The SEC also saved 35 resolutions caught up in the new policy. But the regulator rarely was explicit about whether its new guidelines prompted its decisions; the agency usually just cited overarching shareholder proposal rules in its verdicts after company or investor arguments included the updated guidance, known as Staff Legal Bulletin No. 14M.

The SEC didn’t weigh in on another 20 proposals that companies tried to stop or that shareholders tried to save with help from the new guidelines.

Companies had bristled at the Biden-era version—Staff Legal Bulletin No. 14L—since the SEC under Democratic Chair Gary Gensler issued it in 2021. SLB 14L required companies to “include activists’ ESG policy proposals on their annual proxy ballots, irrespective of a proposal’s relevance to their business or their shareholders’ returns,” the National Association of Manufacturers and other business groups said in a December 2024 letter urging Donald Trump to rescind the 2021 guidance.

SLB 14L, which came between the 2021 and 2022 proxy seasons, was “consistent with the Commission’s original intention” to protect shareholders’ right to offer proposals at annual meetings under agency regulations, Gensler said at the time. The 2021 guidelines generally permitted resolutions raising significant social policy issues under SEC rules. Firms are able to block proposals straying from their ordinary business operations with the regulations.

The SEC then pulled SLB 14L and replaced it with 14M on Feb. 12, less than a month after Republican Commissioner Mark Uyeda stepped in as interim leader. Uyeda said in a recent interview with Bloomberg Law that the SEC is reviewing how this year’s proxy season fared in comparison with previous years.

“What we did with 14L was a significant deviation from past practice,” said Uyeda, who has continued to sit on the commission after Paul Atkins took over as chairman in April. “My goal was to get it back to how we’ve historically processed these. I’m going to be very interested in seeing whether or not that was achieved.”

Early Days

The SEC refereed more than a dozen shareholder proposal fights between investors and Amazon, Tesla, and Wells Fargo, in which the companies deployed 14M in their efforts to quash resolutions. Investors and companies both claimed victories.

Tulipshare won battles at the SEC over proposals urging Amazon to have an independent audit of its warehouse workers’ treatment and pushing Tesla to integrate sustainability metrics into its executives’ compensation. The Tesla proposal has yet to go up for a vote. But the Amazon resolution received 22.5% of votes cast by the company’s shareholders, according to Bloomberg Intelligence.

The New York State Common Retirement Fund, a pension plan for state employees, won the agency’s support for pushing Tesla and Wells Fargo to hold votes on proposals to study the companies’ efforts to prevent harassment and discrimination. The Wells Fargo proposal garnered 15.3% of votes cast by the company’s shareholders, according to Bloomberg Intelligence. The Tesla proposal hasn’t come up yet.

But Amazon and Wells Fargo received the SEC’s backing to block proposals from Canadian investor advocacy organization Shareholder Association for Research & Education and the AFL-CIO Equity Index Funds for third-party assessments of their respect for collective bargaining rights. Tesla also obtained the agency’s blessing to scrap a resolution from shareholder advocacy group As You Sow, which urged the electric vehicle manufacturer to not source materials through deep sea mining.

Representatives of Amazon and Wells Fargo declined to comment. A Tesla spokesperson didn’t respond to requests for comment.

Companies stand to win more such battles in 2026 with 14M, as the policy becomes more ingrained in the shareholder proposal process, said Ariane Marchis-Mouren, a senior researcher focused on corporate governance and sustainability at the Conference Board, a business think tank. But resolutions also have a history of evolving to gain access to companies’ ballots, she said.

“Maybe we’ve seen some of the effects,” Marchis-Mouren said. “If there are more effects that will be felt, it will be at next year’s proxy season.”