Trinity Wall Street (Trinity) (plaintiff) owned shares of Wal-Mart Stores, Inc. (Walmart) (defendant). Trinity filed a shareholder proposal with Walmart, proposing that Walmart adopt a policy to not sell guns with high-capacity magazines. Walmart declined to include the proposal in its 2014 proxy statement. Trinity brought suit arguing that Walmart’s exclusion of its proposal violated the Securities Exchange Act of 1934. Trinity claimed that the proposal related to Walmart’s corporate governance rather than being a good corporate citizen. Trinity argued that selling guns with high-capacity magazines would hurt Walmart’s reputation and brand. The district court found in favor of Trinity. Walmart appealed.