Are There Any Restrictions On The Content Of A Shareholder Resolution?

Resolution length and relevance to business
The text of a resolution may not exceed 500 words (including any accompanying statement of support) and it may not contain any materially false or misleading statements. The matter addressed in the shareholder proposal must be "relevant" - i.e., it must relate to at least 5% of the company's total assets and at least 5% of its net earnings and gross sales for the most current fiscal year. A shareholder proposal may be excluded from the proxy statement if it conflicts with a resolution put forward by the company on the same subject, or if the company has already substantially implemented the proposal. 

State laws
A resolution may not advocate action that would be improper under the laws of the state in which the company is organized or incorporated. Some states consider it improper for shareholders to issue mandates to the board of directors. (However, the SEC usually interprets shareholder proposals to be recommendations or requests rather than mandates.) The proposal may not recommend action that would violate any state, federal, or foreign law, nor can it call for action that the company has no power or authority to implement. 

The possibility of exclusion by the SEC
Management may ask the SEC for permission to exclude a proposal that does not conform to all requirements. The filers have a right to respond to a company's challenge, and this is usually done through legal counsel.