SEC Rejects Big Banks’ Attempt to Avoid Climate Disclosure Votes

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SEC Blocks Banks' Bid to Avoid Climate Disclosures

The SEC has denied major U.S. banks’ attempts to exclude shareholder proposals requesting greater transparency on clean energy financing and Indigenous rights. Financial institutions, including Goldman Sachs and Wells Fargo, argued that the proposals interfered with business operations, but the SEC ruled they must go to a vote. This decision reinforces the agency’s stance on corporate climate accountability despite leadership changes.

Mar 19, 2025

Tags: Industry News Regulation and Compliance ESG and Climate Risk

SEC Blocks Banks' Bid to Avoid Climate Disclosures

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The SEC has denied major U.S. banks' requests to exclude shareholder proposals on climate disclosures and Indigenous rights.
Banks affected include Bank of America, Goldman Sachs, Morgan Stanley, and Wells Fargo.
Goldman Sachs argued the request amounted to "micromanagement," while others claimed it interfered with business operations.
Last year, Citi, JPMorgan Chase, and RBC agreed to the proposal, while support at other banks remained below 29%.

Major U.S. banks seeking to sidestep shareholder proposals on climate disclosures and Indigenous rights have been denied by the Securities and Exchange Commission (SEC), marking a significant decision in the evolving landscape of corporate accountability.

The SEC ruled that financial institutions, including Bank of America, Goldman Sachs, Morgan Stanley, and Wells Fargo, must put the proposals to a shareholder vote rather than exclude them from proxy ballots.

Banks had sought relief through the SEC’s no-action process, a mechanism often used to justify excluding shareholder resolutions.

However, despite shifts in leadership at the agency and updates to its staff bulletin, the SEC has largely maintained its stance on climate-related disclosures.

These proposals, led by New York City Comptroller Brad Lander, call for banks to disclose their clean energy supply ratios, detailing the proportion of financing allocated to low-carbon energy versus fossil fuels.

This is the second consecutive year Lander has put forth the proposal. Last year, Citi, JPMorgan Chase, and the Royal Bank of Canada agreed to its terms, while support at other institutions failed to exceed 29% at annual meetings.

Still, resistance remains strong among banks. Goldman Sachs argued in its no-action letter that the request amounts to "micromanagement" of business operations, while Bank of America, Morgan Stanley, and Wells Fargo similarly contended that it interferes with ordinary business decisions.

The SEC’s denial of exclusion requests suggests a continued regulatory push for greater climate transparency in the financial sector.

While Morgan Stanley has yet to receive a response, the agency’s position on other banks signals that climate risk disclosures remain a priority under its oversight.