Filing Shareholder Resolutions
A resolution puts a company's ties to Israel's military and occupation in front of every shareholder, in the company's own meeting papers. Here is how to file one in the UK and the US, and text you can adapt.
- UK and US routes
- Two resolutions to adapt
- 10 minute read
Why file
A resolution rarely wins outright. It works by forcing the board to answer in public, in writing, to every one of its shareholders, about what it supplies to an army a UN Commission of Inquiry has found to be committing genocide against Palestinians in Gaza. Large investors must decide how to vote and often say why.
Many succeed before the vote: a company will often agree to publish a report if the filers withdraw. Treat a withdrawal in exchange for a published commitment as a win, and check that it is kept.
Microsoft, December 2025
26.34%
of votes cast backed a first-time proposal asking whether militaries misuse Microsoft's AI and cloud. About 1.34 billion shares.
Microsoft profileUnited Kingdom
Companies Act 2006, section 338
- Threshold
- 100 members at £100 each, or 5%
- Deadline
- 6 weeks before the meeting
- Statement
- Up to 1,000 words
- Cost
- Company pays if before year end
United States
SEC Rule 14a-8
- Threshold
- $2,000 for 3 years
- Deadline
- About 6 months before
- Length
- 500 words in total
- Limit
- One proposal per filer
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1 Gather your shareholders
You need either 5% of the voting rights, or at least 100 members who are entitled to vote and hold shares paid up to an average of at least £100 each. Most campaigns use the 100-member route.
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2 Deal with platform accounts
Shares held through an investment platform or app are registered to a nominee, not to you. Section 153 of the Companies Act lets these beneficial owners count towards the 100, if the request includes the statements that section requires about each holding. Ask the platform early: some will help, some will not.
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3 Draft the resolution and a statement
Draft an ordinary resolution asking for a report or assessment. You can also require the company to circulate a supporting statement of up to 1,000 words (section 314).
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4 Submit in time
The request must reach the company at least six weeks before the annual meeting, or by the time notice of the meeting is given if that is later (section 338).
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5 Make the company pay
If the request arrives before the end of the financial year preceding the meeting, the company pays to circulate it (section 340). After that, the requisitionists may have to pay. Aim for before the year end.
No resolution yet? Ask a question. Shareholders of UK-listed companies have a right to ask questions at the annual meeting (section 319A). One share is enough. See the AGM intervention toolkit.
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1 Hold the shares long enough
You must have held at least $2,000 of the company's shares for three years, $15,000 for two years, or $25,000 for one year, continuously, and keep holding them through the meeting.
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2 Get proof of ownership
Ask your broker for a letter confirming continuous ownership for the required period. Missing or late proof is the commonest reason proposals fail on a technicality.
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3 Submit by the deadline
The proposal must arrive at least 120 days before the anniversary of the date last year's proxy statement was released: roughly six months before the meeting. The company publishes the date in last year's proxy.
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4 One proposal, 500 words
Each shareholder may submit one proposal per meeting, including its supporting statement, of no more than 500 words.
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5 Expect a challenge
Companies may try to exclude the proposal as "ordinary business" or as economically insignificant. Since August 2026 SEC staff no longer respond to companies' requests to exclude, so companies decide at their own legal risk; the remedy for a wrongful exclusion is now a court.
Answer "ordinary business" in advance. Ask for a report on oversight and due diligence, not on day-to-day operations, and show the issue is significant and financially material: sanctions, export controls, litigation and reputation. Booking's board argued its settlement listings were financially immaterial; make that argument hard to sustain.
Resolution text to adapt
Replace the bracketed parts with the evidence from the company's profile. Keep US proposals within 500 words in total.
1. Human rights due diligence report
RESOLVED: Shareholders request that the Board commission and publish an independent report, at reasonable cost and omitting proprietary information, assessing the effectiveness of the Company's human rights due diligence in relation to its products, services and business relationships connected to the Israeli military and to Israel's occupation of Palestinian territory.
SUPPORTING STATEMENT: The International Court of Justice found in January 2024 a real and imminent risk to the right of Palestinians in Gaza to be protected from acts of genocide, and ordered Israel to prevent them. In July 2024 it held the occupation unlawful and required states to prevent trade and investment that help maintain it. A UN Commission of Inquiry found in September 2025 that Israel is committing genocide in Gaza. [Company] [describe the relationship, from its profile]. These findings expose the Company to sanctions, export control, litigation and reputational risk. Shareholders need to know whether the Company's due diligence is equal to them.
2. Board oversight of settlement-related risk
RESOLVED: Shareholders request that the Board publish a report describing how it identifies, assesses and responds to legal, financial and human rights risks arising from the Company's operations, relationships and activities connected to Israeli settlements in the occupied Palestinian territory, and any gaps in that oversight.
SUPPORTING STATEMENT: Settlements are unlawful under the Fourth Geneva Convention and Security Council resolution 2334, and the International Court of Justice held in July 2024 that states must prevent trade and investment that help maintain the occupation. Ireland, the Netherlands, Spain and Slovenia now ban settlement goods, and the UK has announced a ban. [Company] [describe the settlement link, from its profile]. Shareholders need assurance that the Board is overseeing this risk.
Precedents
26.34%
Microsoft, December 2025
A proposal led by the Religious of the Sacred Heart of Mary, with about 60 co-filers holding more than $80 million of shares, asked Microsoft to assess whether military customers misuse its AI and cloud to violate humanitarian law. The proxy adviser ISS backed it.
2026
Booking Holdings
A proposal filed through Ekō asked the board to report on its oversight of human rights risks tied to its business in Israeli settlements. It went to a shareholder vote; the board argued the listings were "financially immaterial".
2025
General Dynamics
Shareholders voted on a proposal asking the arms manufacturer for a human rights impact assessment.
Before you file
- Read the company's profile in our directory for the evidence and decision-makers.
- Check the deadline in last year's notice of meeting or proxy statement.
- Line up co-filers early: more filers, and larger ones, signal support.
- Frame the ask as a report or assessment, not a demand to exit.
- Ground it in financial and legal risk as well as human rights.
- Ask proxy advisers and large investors for support before the vote.
- Take legal advice before you file.
Last updated: October 2026. Sources: Companies Act 2006 ss.153, 314, 319A, 338 and 340; SEC Rule 14a-8; Microsoft's certified vote results for 5 December 2025. This is campaign guidance, not legal advice.