UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ CHAMBER OF COMMERCE OF THE UNITED STATES; │ BUSINESS ROUNDTABLE; TENNESSEE CHAMBER OF │ COMMERCE AND INDUSTRY, │ Plaintiffs-Appellants, │ > No. 23-5409 │ v. │ │ SECURITIES AND EXCHANGE COMMISSION; GARY │ GENSLER, in his official capacity as Chairman of the │ Securities and Exchange Commission, │ Defendants-Appellees. │ ┘

Appeal from the United States District Court for the Middle District of Tennessee at Nashville. No. 3:22-cv-00561—Aleta Arthur Trauger, District Judge.

Argued: October 26, 2023

Decided and Filed: September 10, 2024

Before: GIBBONS, BUSH, and DAVIS, Circuit Judges.

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COUNSEL ARGUED: Jeffrey B. Wall, SULLIVAN & CROMWELL LLP, Washington, D.C., for Appellants. Daniel E. Matro, SECURITIES AND EXCHANGE COMMISSION, Washington, D.C., for Appellees. ON BRIEF: Jeffrey B. Wall, Elizabeth A. Rose, Leslie B. Arffa, Stephanie M. Kelly, SULLIVAN & CROMWELL LLP, Washington, D.C., Matthew A. Schwartz, SULLIVAN & CROMWELL LLP, New York, New York, for Appellants. Daniel E. Matro, SECURITIES AND EXCHANGE COMMISSION, Washington, D.C., for Appellees. Donald B. Verrilli, Jr., Elaine J. Goldenberg, MUNGER, TOLLES & OLSON LLP, Washington, D.C., Virginia Grace Davis, MUNGER, TOLLES & OLSON LLP, San Francisco, California, Christopher A. Bates, OFFICE OF THE UTAH ATTORNEY GENERAL, Salt Lake City, Utah, Paul W. Hughes, MCDERMOTT WILL & EMERY LLP, Washington, D.C., Jonathan F. Cohn, LEHOTSKY KELLER COHN LLP, Washington, D.C., for Amici Curiae. No. 23-5409 Chamber of Com. of the United States v. SEC Page 2

GIBBONS, J., delivered the opinion of the court in which DAVIS, J., concurred. BUSH, J. (pp. 23–41), delivered a separate dissenting opinion.

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OPINION _________________

JULIA SMITH GIBBONS, Circuit Judge. The United States Chamber of Commerce, Business Roundtable, and the Tennessee Chamber of Commerce and Industry sued the Securities and Exchange Commission and its Chairman, alleging that the Commission’s partial rescission of a prior regulation failed to meet the procedural and substantive demands of the Administrative Procedure Act. The district court granted summary judgment to the Commission, and we affirm.

I.

A.

Under state law, shareholders of public companies enjoy the right to vote their shares at annual shareholder meetings on a variety of corporate governance issues, including the election of board members, the approval or disapproval of proposed mergers and acquisitions, and the implementation of environmental-, social-, and governance-related initiatives. In recent years, this theoretically simple process has grown increasingly complex. The range of issues subject to shareholder approval has expanded, and in turn, the range of issues on which shareholders must educat