WASHINGTON—The Heritage Foundation filed a lawsuit against Airbnb Friday after the company illegally excluded a Heritage proposal from its materials for its annual shareholder meeting. Heritage filed this lawsuit alongside American Conservative Values ETF (ACVF), another shareholder of Airbnb, which also submitted a proposal that Airbnb illegally excluded. Heritage is represented by Boyden Gray and ACVF is represented by Alliance Defending Freedom.
Andrew Olivastro, chief advancement officer at The Heritage Foundation, commented on the lawsuit:
“Airbnb broke the law—plain and simple. SEC rules require companies to notify shareholders and allow a response if a proposal is excluded. Airbnb ignored those rules and ignored the law. It makes you wonder what other legal corners Airbnb may have cut. Heritage and ADF are suing to make one thing clear: shareholder rights aren’t subject to mood or politics—they’re protected by law.”
In December 2024, The Heritage Foundation—a shareholder in Airbnb—filed a proposal calling on the company to resist politicized, activist demands to divest from vendors in locations such as Israel. Heritage followed all of the requirements and time constraints for submitting the proposal. Airbnb claimed the company never received it, despite Heritage receiving a FedEx delivery receipt with the signature of an Airbnb employee confirming delivery. Airbnb has refused all knowledge of the proposal and has even suggested that FedEx forged the signature of its own employee who confirmed delivery.
Under SEC regulations, Airbnb is required to include proposals in its materials for its annual shareholder meeting unless the company notifies those submitting the proposals that the materials will be excluded, provides reasons for its exclusion, and gives shareholders who filed the proposals a chance to respond. Airbnb did not notify Heritage of its proposal’s exclusion or allow Heritage to take any action. Airbnb did, however, include a proposal from Connecticut Retirement Plans and Trust Funds, a liberal-leaning fund that openly supports initiatives like Environmental, Social, and Governance (ESG).
The proposal submitted by Heritage last December encouraged Airbnb to resist activist demands to discontinue business in certain regions, specifically Israel, following the October 7, 2023, attacks. The proposal called attention to the fact that Airbnb has caved to these political demands in the past—including its announcement in 2018 to remove 200 “Israeli settlements in the occupied West Bank,” noting strong views of “historic and intense disputes between Israelis and Palestinians in the West Bank” from those who “believe companies should not profit on lands where people have been displaced.” While Airbnb reversed its decision a year later, the precedent for caving to political demands had been set.
When the exclusion of the proposals was brought to Airbnb’s attention in April, the company refused to include it in materials for its June meeting, nor would the company agree to include the proposal in materials for the 2026 meeting.
BACKGROUND:
This lawsuit comes after a series of efforts by The Heritage Foundation to highlight the risks corporations face when ideology overtakes accountability. By calling for transparency, fairness, and neutrality, Heritage is rallying Americans to demand that businesses prioritize merit and ethics over divisive agendas. This years-long commitment began with convening and developing robust coalitions, working with our sister organization, Heritage Action for America, on model legislation, awarding targeted grants to spark innovation, and now aligning and leveraging Heritage’s investment portfolio.
