Each year public companies receive proposals from shareholders to be included in company proxy materials requesting that the company take certain actions. A shareholder proposal is a recommendation or requirement that a company or its board of directors take a particular action, which is submitted by a shareholder for consideration at a meeting of the company's shareholders.

There are two methods by which shareholders can raise their own proposals at a meeting of company shareholders:

A shareholder relying on state law and a company's organizational documents must develop its own proxy materials and conduct its own proxy solicitation, which can be an expensive and burdensome process. Conversely, proposals made under Rule 14a-8 are included in the company's proxy statement and on the company proxy ballot alongside management's proposals.

If a shareholder submits a proposal under Rule 14a-8 that complies with specified eligibility and procedural requirements, and is not excludable for substantive reasons, a company is required to:

The subjects of these shareholder proposals range from corporate governance matters, such as a majority vote for the election of directors, to social issues, such as climate change or corporate political spending.

Companies are required to include Rule 14a-8 shareholder proposals in their proxy materials unless they can demonstrate either one or both of the following:

This Toolkit sets out resources that provide an overview of the Rule 14a-8 shareholder proposal process from the perspective of companies and a framework to guide and inform the analysis of shareholder proposals and related matters and processes.