What is a Shareholder Resolution?
Shareholder resolutions, also known as shareholder proposals, are an important investor tool typically used when a dialogue with a corporation on a given issue stalls or is unproductive.
Roughly one page (500 words) in length, resolutions contain a formal resolved clause, which is a specific request or “ask”, with a number of carefully-researched rationales in the form of “whereas clauses” as supporting statements.
Resolutions typically ask corporations to disclose information or to measure and report on the potential impacts of their operations or to adopt or change policies and practices to mitigate against those potential impacts.
Quick Facts on Filing Shareholder Resolutions
To file a resolution, you must:
— Hold $25,000 worth of a company’s stock continuously for 1 year before the date the proposal is submitted; OR
— Hold $15,000 worth of a company’s stock continuously for 2 years before the date the proposal is submitted; OR
— Hold $2,000 worth of a company’s stock continuously for 3 years before the date the proposal is submitted.
- You can only file 1 resolution per company in a given year
- You must submit your resolution to the company by its filing deadline and adhere to rules regarding word length and phrasing
- A company can challenge your resolution at the SEC, in which case you will need to file an appeal
- If you win the appeal at the SEC your resolution will appear on the company proxy statement
- After a resolution is filed, it goes to a vote at the company’s AGM
Each year, ICCR members typically file close to 500 resolutions and we publish the full list online.
Because ICCR members and staff have been filing resolutions for over four decades, we have a great deal of expertise in how to write a strong shareholder proposal that will pass muster at the SEC and how to garner shareholder support at the AGM.