Learn · Explainer
Shareholder proposals (Rule 14a-8)
Who can put a proposal on a company's ballot, when it can be left out, and how the vote is reported, with Apple's 2026 annual meeting.
The short answer
A shareholder proposal is a resolution a shareholder asks the company to put on the ballot at its annual meeting. Under SEC Rule 14a-8, a shareholder who has held at least $2,000 of stock for three years (or $15,000 for two, or $25,000 for one) can submit one proposal of up to 500 words, and the company must include it in its proxy statement unless an exclusion applies. Most proposals are advisory and most fail, but they put an issue in front of every shareholder.
Who can submit one, and how
Rule 14a-8 is written as questions and answers. The main conditions:
- Ownership: at least $2,000 of voting stock held continuously for three years, $15,000 for two years, or $25,000 for one year, and a statement of intent to keep holding through the meeting.
- One proposal per shareholder per meeting, no more than 500 words including the supporting statement.
- Deadline: for an annual meeting, usually at least 120 calendar days before the anniversary of last year's proxy statement. Each proxy states the next year's date.
- Proof: a letter from the broker or bank showing the holding, if the shares aren't registered in the shareholder's own name.
When a company can leave a proposal out
The rule lists thirteen grounds. The ones used most often: the proposal deals with the company's ordinary business operations; the company has already substantially implemented it; it duplicates another proposal; or it relates to a specific dividend amount. There is also a resubmission test: a proposal on substantially the same subject can be excluded if the most recent vote, within the preceding three calendar years, was below 5% the first time it was voted on, 15% the second time, or 25% the third time or later.
A company that plans to exclude a proposal has to tell the SEC and the proponent. For many years the SEC staff answered with “no-action” letters. Apple's 2026 proxy notes that the staff announced it would not respond to most requests to exclude proposals that season, so companies made more of those calls on their own.
An example: Apple's 2026 meeting
Apple's 2026 proxy statement included one shareholder proposal, Proposal No. 5, “China Entanglement Audit”, submitted by the National Center for Public Policy Research. As every proxy does, it printed the proposal and supporting statement as submitted, followed by the board's statement in opposition.
The results were filed on Form 8-K under Item 5.07 after the meeting on Feb 24, 2026: 129,158,181 shares for, 8,939,194,258 against and 68,055,365 abstaining. That's 1.4% of the votes cast for and against. Under the resubmission test, a proposal on substantially the same subject that got under 5% the only time it was voted on could be excluded for the next three years.
Reading the vote results
- Votes cast vs. shares outstanding. Most companies count for and against only; abstentions and broker non-votes are reported separately. The proxy's “vote required” paragraph says how each item is counted.
- Broker non-votes. Brokers can't vote clients' shares on shareholder proposals without instructions, so these shares appear in a separate column.
- Advisory, not binding. A proposal that passes usually asks the board to act; the board decides. Its response tends to show up in the next proxy.
The proxy statement covers the rest of the ballot, including the say-on-pay vote.
Common questions
Who can submit a shareholder proposal?
Under Rule 14a-8, a shareholder who has continuously held at least $2,000 of the company's voting stock for three years, $15,000 for two years, or $25,000 for one year.
How long can a shareholder proposal be?
No more than 500 words, including the supporting statement.
Are shareholder proposals binding?
Most are written as requests to the board, so even a majority vote is advisory. A few proposals to amend bylaws can be binding, depending on state law and the company's charter.
Where are shareholder proposal vote results reported?
On Form 8-K under Item 5.07, within four business days of the meeting. Apple's 2026 shareholder proposal received 1.4% of votes cast.
Can a company refuse to include a proposal?
Yes, if one of the exclusions in Rule 14a-8 applies, such as ordinary business operations or a low vote on a similar proposal in recent years. It has to notify the SEC and the proponent.
Disclosures
- Editor holdings
- The editor holds no position in any company named on this page. As of Nov 11, 2026.
- Compensation
- Nobody paid for this page. No affiliate links on this page.
- Sources
- Each company's own SEC filings, linked next to each number.
- Last updated
- Nov 9, 2026
General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.
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