The court denied Wal-Mart's motion to dismiss as to Count I and granted it as to Count II. The court held that Trinity's request for declaratory relief regarding Wal-Mart's 2014 proxy materials was not moot, even though the materials had already been distributed, because the dispute fell within the "capable of repetition, yet evading review" doctrine. This doctrine is limited to situations where:

The court found that the dispute evaded review because the duration of the proxy season is too short to permit full litigation on the merits of a shareholder proposal before the annual meeting. Although Trinity submitted its proposal, Wal-Mart rejected the proposal, the SEC issued its no-action letter and Trinity filed suit and moved for a preliminary injunction, all in a timely manner, the case reached the court just weeks before the proxy materials were due to be finalized and printed. The court acted expeditiously, holding a hearing ten days after Trinity's motion for a preliminary injunction was filed. However, this was still only six days before Wal-Mart's printing deadline. The court could not have resolved the merits of the parties' dispute before Wal-Mart planned to print its proxy materials for the 2014 annual meeting.

The court also found that Trinity's claim is capable of repetition because it intends to submit another proposal to Wal-Mart for the 2015 proxy statement. Without a judicial ruling on the merits relating to the 2014 proposal, the court stated that there was more than a reasonable likelihood that Trinity's proposal would again be excluded from Wal-Mart's proxy materials.

The court granted Wal-Mart's motion to dismiss Count II because it found there was no case or controversy with respect to Trinity's claim regarding an intended proposal for Wal-Mart's 2015 proxy materials, and its requests for declaratory and injunctive relief relating to the 2015 proxy materials were unripe. The court found that the intent to submit a proposal which seemed likely to be excluded did not yet present a live controversy for the court.

The court granted Trinity's motion for summary judgment on Count I, finding that Trinity's proposal was not properly excluded from Wal-Mart's 2014 proxy materials. Wal-Mart had argued that it had properly excluded Trinity's proposal under Rule 14a-8(i)(7) under the Exchange Act, which provides that a company may exclude from its proxy materials a shareholder proposal that "deals with a matter relating to the company's ordinary business operations." The court noted that SEC guidance provides that proposals relating to these matters, but that focus on sufficiently significant social policy issues, are generally not considered to be excludable because the proposals transcend the day-to-day business matters and raise policy issues so significant that they are appropriate for a shareholder vote. The guidance also provides that the degree to which a proposal seeks to "micro-manage" a company, by probing too deeply into matters of a complex nature on which shareholders would not be in a position to make an informed judgment, should be considered.

In contrast to its determinations on the April 2014 preliminary injunction motion, the court found that Trinity's proposal was best viewed as dealing with matters that were not related to Wal-Mart's ordinary business operations. The court noted that the proposal, at its core, sought to have Wal-Mart's board, not Wal-Mart's shareholders, oversee the development and effectuation of a Wal-Mart policy. Trinity's proposal left development of a policy to the board committee, which would be free to delegate responsibility for the day-to-day aspects of implementation of the policy to Wal-Mart's officers and employees.

Further, the court found that the proposal focused on sufficiently significant social policy issues as to not be excludable from the 2014 proxy materials. The significant social policy issues on which the proposal focused included the social and community effects of sales of high capacity firearms and the impact this could have on Wal-Mart's reputation. In this way, the proposal implicated significant policy issues suitable for a shareholder vote. The court also found that the proposal did not seek to micro-manage Wal-Mart because it did not involve any intricate details or impose any time-frames or methods.

The court noted Wal-Mart's reliance on the SEC's no-action letter. However, the court emphasized that it is the final arbiter of the applicability of Rule 14a-8. The court highlighted the SEC's acknowledgment that no-action letters are merely informal views of the staff and only a court such as a US district court can decide whether a company is obligated to include shareholder proposals in its proxy materials.

The court granted Trinity:

The court found that Trinity had shown that its proposal should not be excluded from Wal-Mart's proxy materials and that Trinity would be irreparably harmed if it was again deprived of the opportunity to put its proposal to a shareholder vote. Meanwhile, granting Trinity's request would not result in a greater injury to Wal-Mart, which is required to include all compliant shareholder proposals in its proxy materials. Further, granting the injunction would serve the public interest by providing Wal-Mart's shareholders the opportunity to vote on Trinity's proposal and by upholding the SEC's rules.