Shareholder Resolution Template for your jurisdiction

Consider filing a Shareholder Resolution when traditional communication channels with company management have failed to address serious concerns. This tool works particularly well for pushing companies to improve their environmental policies, increase board diversity, enhance transparency around political spending, or reform executive compensation practices.

The resolution needs submission 120 days before the annual meeting proxy materials go out. Timing matters - successful resolutions often build momentum through multiple proxy seasons. Even resolutions that don't pass can spark meaningful dialogue with management and bring media attention to important governance issues.

• Ordinary Resolution Of Shareholders: Requires a simple majority (50%+) for routine business matters like approving financial statements or dividends
• Shareholder Special Resolution: Needs 75% approval for major changes like altering company constitution or name
• Annual General Meeting Resolution: Specifically for decisions made at AGMs, covering yearly business items
• Appointing A Director By Ordinary Resolution: Used to add new board members through majority vote
• Removing A Director By Ordinary Resolution: Enables shareholders to remove directors with majority support

• Individual Shareholders: File resolutions to influence company policies, often focusing on environmental, social, or governance issues
• Institutional Investors: Large funds and asset managers who submit resolutions and influence voting outcomes through their significant holdings
• Corporate Board: Reviews proposed resolutions, makes recommendations to shareholders, and implements approved changes
• Corporate Secretary: Manages the resolution submission process and ensures compliance with SEC filing requirements
• Proxy Advisory Firms: Analyze resolutions and provide voting recommendations to institutional investors
• Legal Counsel: Reviews resolution language for legal compliance and helps draft company responses

• Stock Ownership Proof: Gather documentation showing you own at least $2,000 in company shares for one year
• Issue Research: Collect data and evidence supporting your proposal's business case and impact
• Submission Timing: Check company proxy statement for deadline (usually 120 days before annual meeting)
• Resolution Format: Draft a clear 500-word proposal following SEC Rule 14a-8 guidelines
• Supporting Statement: Prepare a compelling explanation under 500 words
• Company Bylaws: Review specific requirements for shareholder proposals in company governance documents
• Filing Method: Submit via certified mail with return receipt to corporate secretary

• Title and Date: Clear identification as a shareholder resolution with submission date
• Proponent Details: Full name, contact information, and proof of share ownership
• Resolution Statement: "RESOLVED" followed by a single sentence stating the proposed action
• Supporting Statement: Clear rationale for the proposal within 500-word SEC limit
• Legal References: Citations of relevant SEC rules and company bylaws
• Implementation Timeline: Specific timeframe for requested action
• Signature Block: Shareholder signature, date, and verification of continuing ownership

A Shareholder Resolution differs significantly from a Shareholder Agreement in several key ways. While both documents involve shareholder rights, they serve distinct purposes in corporate governance.

• Purpose and Timing: Shareholder Resolutions are specific proposals for company action voted on at meetings, while Shareholder Agreements are ongoing contracts that govern relationships between shareholders
• Legal Effect: Resolutions typically require majority approval and may be non-binding, whereas Agreements are legally binding contracts from the moment they're signed
• Scope: Resolutions address single issues like environmental policies or board changes, while Agreements cover comprehensive rights, obligations, and dispute resolution
• Duration: Resolutions implement specific changes or policies, while Agreements remain in force throughout the shareholders' relationship with the company