Trinity Wall Street submitted a proposal that Wal-Mart sought to exclude from its 2015 proxy materials. The District Court granted Trinity's motion for summary judgment on Count I of Trinity's Verified Amended Complaint. The District Court also entered a permanent injunction preventing Wal-Mart from excluding Trinity's proposal from the 2015 proxy materials. Wal-Mart then appealed that order to the Third Circuit.
Issue
Whether the District Court's order granting Trinity summary judgment on Count I and permanently enjoining Wal-Mart from excluding Trinity's proposal from its 2015 proxy materials should stand on appeal.
Rule
On this appeal, the Third Circuit held that the District Court's order granting summary judgment to Trinity on Count I must be reversed and the accompanying permanent injunction vacated, with the consequence that Wal-Mart may exclude Trinity's proposal from its 2015 proxy materials.
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In Philadelphia, Keystone Market Holdings was ordered by a federal district court to include a nonprofit investor's proposal in its 2026 proxy materials after the court granted the investor summary judgment on Count I and entered a permanent injunction. Keystone appealed, and the court of appeals reversed the summary judgment ruling on Count I and vacated the injunction.
What is the strongest conclusion about Keystone's ability to exclude the proposal from its 2026 proxy materials?
Explanation. The majority order establishes only this narrow consequence: when the district court's grant of summary judgment on Count I is reversed and the permanent injunction is vacated, the company may exclude the proposal from its proxy materials. No additional appellate directive or disposition of other counts is required for that consequence. (Derived from Trinity Wall Street v. Walmart Inc. (n.d.).)