Costco Held: 98% of Shareholders Rejected Anti-DEI Proposal

On January 23, 2025, Costco shareholders rejected a National Center for Public Policy Research proposal asking the board to report on the risks of maintaining its DEI roles, policies, and goals. The vote: roughly 98% against, 1.7% in favor. Costco's board had recommended unanimously against the proposal. The board's written statement defended the company's diversity practices in plain commercial terms: a diverse workforce helps Costco's merchandise selection, employee retention, and member experience. The vote happened during the same six-month stretch when Walmart, John Deere, Lowe's, Tractor Supply, Ford, and Harley-Davidson all rolled back DEI commitments. Costco didn't.

Key Findings

The vote: 98% against, 1.7% in favor of the NCPPR proposal, per Costco's Form 8-K filing with the SEC.
The NCPPR proposal asked the board to "conduct an evaluation and publish a report... on the risks of the Company maintaining its current DEI... roles, policies and goals."
Costco's board, including CEO Ron Vachris and Chairman Tony James, recommended unanimously against the proposal in the company's 2025 proxy statement.
The board's statement: "a diverse group of employees helps bring originality and creativity to our merchandise offerings, promoting the 'treasure hunt' that our customers value."
Apple's shareholders followed on February 25, 2025, rejecting a near-identical NCPPR proposal by roughly 97% against. John Deere's board recommended against a parallel proposal at its February 26 meeting.
The 2024-2025 DEI retreat at Walmart, Ford, and Harley-Davidson was not the universal corporate response. Several large companies held their position, and shareholders backed them.

What did the NCPPR proposal actually ask?

The National Center for Public Policy Research is a conservative think tank that files shareholder proposals through its Free Enterprise Project. Its Costco proposal followed a template the group used at multiple companies in the 2024-2025 proxy season. The resolution asked Costco's board to commission and publish a report evaluating the litigation, reputational, and financial risks of the company's existing DEI programs.

The proponent's argument, summarized from the proxy filing: post-SFFA legal exposure has changed the cost-benefit calculus on race-conscious and gender-conscious corporate programs. The same logic that drove Harley-Davidson, John Deere, and Walmart to scale back DEI applies to Costco. A formal risk report would, on that view, force the board to confront the exposure publicly.

The proposal did not directly demand that Costco end its DEI programs. It demanded a risk evaluation. That framing matters because risk-evaluation proposals are harder for boards to dismiss as overreach. The board can refuse a direct policy change. Refusing to even study the question is a different posture.

Costco's board statement made a commercial case, not a values one. The recommendation against turned on three points.

First, the requested report wouldn't produce useful new information. The board said it already evaluates legal compliance, including Supreme Court rulings, as part of normal governance. A separate commissioned report would duplicate work the audit and risk committees already do.

Second, the company tied diversity directly to merchandising performance. Costco's "treasure hunt" model, where members find unexpected products on each visit, depends on buyers who can identify what a varied membership base will buy. The board's exact phrasing: "a diverse group of employees helps bring originality and creativity to our merchandise offerings."

Third, the board framed the DEI commitment as integral to its long-running operational philosophy. Costco has historically paid above-market wages, maintained low employee turnover, and emphasized internal promotion. The DEI programs sat inside that broader human capital strategy, not as a standalone ESG bolt-on.

Shoppers pushing carts through a warehouse-club store aisle — Costco's business model depends on heavy-volume sales to a member base that pays an annual fee for warehouse access. Member retention sits at roughly 90% in the US. The board's defense of DEI rested partly on the argument that workforce composition affects what ends up on the shelves and how members experience the store. *Photo via Pexels. Pexels License.*

Why did Costco's holders agree?

Roughly 98% of votes cast went against the proposal. That's not a narrow majority. It's a near-unanimous rejection, and it includes large institutional holders (Vanguard, BlackRock, State Street) plus retail investors plus index-fund passive holders.

Three structural reasons. First, the board's commercial framing gave fiduciary cover. A board that justifies DEI as a merchandise and retention strategy, not as a values statement, is easier for institutional investors to back. Voting against the proposal does not require any institutional holder to take a public position on DEI as a social question. It only requires agreeing with management's commercial analysis.

Second, Costco's financial performance through 2024 made management hard to second-guess. The company's stock had outperformed the S&P 500 over multiple time horizons. Same-store sales growth was strong. Member renewal rates held above 90% in the US. When management is delivering, shareholder proposals that contradict management get the default "vote with the board" recommendation from proxy advisory firms ISS and Glass Lewis.

Third, the NCPPR's filings have been framed in language that makes them easy to dismiss as ideological rather than financial. The group's submissions have characterized DEI as "illegal, immoral, and detrimental to shareholder value" and tied it to "a radical Marxist agenda." Institutional investors with fiduciary obligations to evaluate proposals on shareholder-value grounds tend to discount filings that lead with culture-war framing.

How does this compare to companies that folded?

The Costco vote happened in the same window as visible DEI retreats elsewhere. Walmart ended supplier diversity goals and stopped participating in the HRC Corporate Equality Index in late 2024. Harley-Davidson issued a similar statement in August 2024. John Deere, Lowe's, Ford, and Tractor Supply made comparable changes.

The pattern that distinguishes Costco isn't ideology. It's customer mix and business model.

Harley-Davidson's core customer base skews older, white, male, and politically conservative. A consumer pressure campaign routed through that base produces immediate sales risk. Tractor Supply's rural customer base operates on similar dynamics. Walmart's customer base is broader but the company faced sustained pressure from state attorneys general and conservative activist groups with the political weight to affect regulatory environments where Walmart operates.

Costco's member base is different. The warehouse-club model requires a member to pay an annual fee, currently $65 for Gold Star membership, before they can enter the store. That economic gate selects for households making purchasing decisions on price-per-unit and bulk efficiency. Numerator data shows Costco's typical member skews suburban, dual-income, and ethnically varied, with notable over-indexing among Asian American households. The political signal from Costco's member base to the company is "deliver value at the warehouse," not "take a culture-war position."

Empty corporate boardroom with conference table and chairs — Costco's board recommendation against the NCPPR proposal was unanimous. Apple's board took the same position in February 2025 and its shareholders rejected the parallel proposal by roughly 97%. Boards that framed DEI in operational rather than aspirational terms found shareholder support held. *Photo via Unsplash. Unsplash License (CC0).*

Apple's vote a month later produced nearly the same result. Roughly 97% against, with the board recommending against on substantially similar commercial grounds. John Deere's February 26 vote also went against the proposal, though Deere had separately scaled back specific DEI programs the prior summer. The pattern: where boards defended programs with operational rationale, shareholders backed boards. Where boards conceded the ground in advance, the question never reached a vote.

What it tells you about the model

The 2024-2025 corporate DEI retreat is real, but it's not universal. The dividing line between companies that folded and companies that held is not primarily ideological. It tracks customer-base composition, business model, and whether management could articulate a commercial case for the programs.

Harley-Davidson couldn't, because its DEI commitments were anchored in ESG-rating-agency signaling for institutional investors, not in operational rationale for selling motorcycles to its core base. When the gap between what the ESG report said and what the customer base wanted became public, the retreat was fast.

Costco could, because the company had wired diversity into its merchandising and human capital strategy years before "DEI" became a politically loaded term. The board statement wasn't reverse-engineered to defend a recently adopted program. It described how the company already operated.

The shareholder vote is downstream of that distinction. Institutional investors voting on a proxy proposal want to see fiduciary logic. "We do this because our merchandise mix and member experience depend on it" is fiduciary logic. "We do this because the HRC index rewards it" was never going to clear that bar. The companies that built DEI on the second rationale are the ones that retreated. The companies that built it on the first found shareholders willing to back them by 30-to-1 margins.

The Costco and Apple votes will be cited for years as the counter-case to the DEI retreat narrative. The narrower lesson is that corporate governance proposals turn on the strength of the underlying business case, not the volume of activist pressure on either side.

Bulk products displayed on shelves in a wholesale warehouse store. Photo: Natalia S via Pexels. Pexels License.. Pexels License.

The WokeCorp assessment

The commitment. Costco's board, including CEO Ron Vachris and Chairman Tony James, recommended unanimously against the NCPPR proposal, defending DEI on commercial grounds: "a diverse group of employees helps bring originality and creativity to our merchandise offerings, promoting the 'treasure hunt' that our customers value."

The outcomes. On January 23, 2025, roughly 98% of votes cast went against the NCPPR proposal, with 1.7% in favor. The article frames Costco, along with Apple's February 2025 vote, as the cleanest counter-cases to the 2024-25 DEI retreat.

The core question. Costco's board recommended against the anti-DEI resolution and won by an overwhelming margin. The vote is data. Whether the programs produce the outcomes shareholders were told to expect is a separate question that the vote didn't answer.

Compare with Harley-Davidson Drops DEI: A Boycott That Worked.

Sources

Verified May 2026.

Costco Wholesale Corporation, Form 8-K filing for the January 23, 2025 annual meeting, SEC EDGAR (cost-20250123)
Costco Wholesale Corporation 2025 proxy statement (DEF 14A), board recommendation against shareholder proposal regarding DEI risk evaluation
National Center for Public Policy Research, Free Enterprise Project, 2025 shareholder proposal filings
CBS News, "Costco shareholders reject an anti-DEI measure," January 23, 2025
Governance Intelligence, "Costco shareholders overwhelmingly nix anti-DE&I proposal," January 2025
HR Brew, "98% of Costco shareholders vote to uphold DE&I," January 24, 2025
HR Dive, "Apple shareholders emphatically reject anti-DEI proposal," February 2025
Numerator, Costco shopper snapshot data
Costco Wholesale Corporation FY2024 annual report, member renewal rate disclosure