A shareholder proposal is an issue that shareholders may put to a vote at a corporation's annual meeting, by virtue of its inclusion, at the corporation's expense, on the management's proxy statement. The SEC defines what is or is not proper material for a shareholder proposal in Rule 14a-8. Among others, a shareholder proposal may not:
- Cause the corporation to, if enacted, violate state law or federal law,
- Be based on a purely personal grievance,
- Be contrary to management's own proposal,
- Deal with ordinary company business, or,
- Be irrelevant, by virtue of its non-impact.