Believe Proposal 9 Poses Financial, Legal and Reputational Risks to Shareholders
NEW YORK–(BUSINESS WIRE)–JLens, a Registered Investment Advisor, and ADL (the Anti-Defamation League), today called upon shareholders of Microsoft Corporation (NASDAQ: MSFT) to vote AGAINST Proposal 9, a shareholder resolution that they believe represents a politically motivated, BDS-aligned campaign designed to stigmatize lawful business with Israel and expose Microsoft to significant financial, legal, and reputational risks rather than promote genuine human rights oversight.
The proposal is expected to be submitted to a shareholder vote at Microsoft’s annual meeting, scheduled to be held on December 5, 2025. Microsoft’s Board of Directors has recommended that shareholders vote AGAINST the measure.
Political Agenda Disguised as Human Rights Concern
Proposal 9 singles out Microsoft’s cloud and artificial intelligence services provided to Israel’s Ministry of Defense, demanding a new report assessing whether customers’ use of its products “contributes to human rights harms in conflict-affected and high-risk areas.”
“Let’s be clear—this proposal isn’t about human rights, it’s about politics,” said Jonathan A. Greenblatt, CEO and National Director of ADL. “By disproportionately targeting Israel, Proposal 9 aligns with the goals of the BDS movement, which seeks to delegitimize the world’s only Jewish state. Approving it would not only validate a false narrative of ‘genocide,’ but also undermine the right of a democratic ally to defend its citizens.”
Proposal Designed to Serve BDS Goals, Not Improve Human Rights Reporting
ADL and JLens argue the proposal is an ideologically motivated campaign designed to advance the antisemitic BDS movement rather than improve corporate human rights reporting. In our view, the proposal:
- Applies special scrutiny to Israel while ignoring other global conflict zones where Microsoft operates, including in regions where the company’s business activities could raise human rights concerns
- Relies on biased sources that one-sidedly condemn Israel, including organizations that advocate for boycotts or divestment against Israel
- Ignores Israel’s extensive legal safeguards, humanitarian protocols, and judicial review mechanisms that distinguish its defense operations from other conflict zones
- Pressures Microsoft to stigmatize lawful business with Israel and single out the company’s Israeli customers for conflict-specific scrutiny, exposing shareholders to financial, reputational, and legal risk from the potential loss of business, failure to comply with state and federal anti-boycotting laws, and increased distraction from political activists
- Validates a false narrative of “genocide” and undermines the right of a democratic ally to defend its citizens
“Microsoft shareholders should see this proposal for what we know it to be: an effort to politicize the proxy process and turn corporate governance into a battleground over the Israeli-Palestinian conflict,” said Ari Hoffnung, Managing Director of JLens. “This sets a dangerous precedent that could invite similar boycott proposals targeting operations in dozens of other countries—a Pandora’s box that prudent fiduciaries must reject.”
Connection to Activist Campaigns and Disruptive Conduct
Proposal 9’s underlying claims appear to echo talking points from activist groups that have recently targeted Microsoft over its business ties with Israel. In August 2025, members of “No Azure for Apartheid” breached Building 34 on Microsoft’s Redmond campus—home to President Brad Smith’s office—staging a sit-in and accusing the company of “human rights violations.”
Protesters hung banners demanding Microsoft “cut ties with Israel,” “call for an end to the genocide,” and “pay reparations to Palestinians.” Seven individuals were arrested after roughly an hour. Smith later emphasized that while Microsoft respects freedom of expression, its campus is private property and must remain secure.
“We believe that Proposal 9 has the potential to embolden the same activists who have engaged in harassment and unlawful conduct against Microsoft and its employees,” Hoffnung added. “It’s a dangerous precedent when shareholder proposals are used as political weapons to coerce global companies into taking sides in armed conflicts. In our view, this is not corporate responsibility—it’s corporate blackmail.”
Taking Action
JLens has filed a Notice of Exempt Solicitation with the U.S. Securities and Exchange Commission, formally documenting its opposition to the shareholder proposal.
ADL and JLens urge all Microsoft shareholders to vote AGAINST Proposal 9 at the company’s annual meeting on December 5, 2025.
About ADL
ADL is the leading anti-hate organization in the world. Founded in 1913, its timeless mission is “to stop the defamation of the Jewish people and to secure justice and fair treatment to all.” Today, ADL continues to fight all forms of antisemitism and bias, using innovation and partnerships to drive impact. A global leader in combating antisemitism, countering extremism and battling bigotry wherever and whenever it happens, ADL works to protect democracy and ensure a just and inclusive society for all. More at www.adl.org.
About JLens
Founded in 2012, JLens is a 501(c)(3) nonprofit and Registered Investment Advisor that empowers investors to align their capital with Jewish values and advocates for Jewish communal priorities in the corporate arena. JLens’ Jewish Investor Network is composed of 35 Jewish institutions, representing $12 billion in communal capital (as of 9/30/25). In 2022, JLens established an affiliation with ADL (Anti-Defamation League), the leading anti-hate organization in the world. More at www.jlensnetwork.org.
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