The New York City Employees’ Retirement System (NYC) owned shares of Apache Corporation (Apache) (plaintiff). NYC submitted to Apache a shareholder proposal to be included in Apache’s proxy statement. The proposal requested that Apache adopt equal employment opportunity policies preventing employment discrimination based on sexual orientation and gender identity. NYC suggested that Apache prohibit this discrimination not only in employee benefits, but also in company advertising, in the sale of goods and services, and in charitable contributions. Apache did not include the proposal in its proxy statement. Apache brought suit seeking a declaratory judgment that it was permitted to exclude NYC’s shareholder proposal.