Many U.S. public school systems now face three large demographic shifts: rising poverty, the growing number of students from immigrant families, and increasing populations of students of color. Yet, we know little about how district policymakers react to these important changes or indeed the factors that consistently shape their policymaking. Drawing on interpretative policy analysis, the politics of education, and in-depth interviews with 37 school board members, superintendents, and district administrators across two school districts, I argue that racial meaning emerged as central in both districts' policymaking processes as political and organizational contexts interacted to shape district leaders' meaning-making and policy responses. Yet, leaders' meaning-making and policy responses obscured systematic inequalities in students' lives, including those stemming from race, immigration, and poverty. I conclude with implications of this analysis for understanding school district policymaking and how to improve schooling for students of color, students in poverty, and immigrant students.