Shareholder Resolutions Overview

Shareholder resolutions on US ballots are one of the primary mechanisms for shareholders to influence corporate policy, often addressing environmental, social and governance issues. In this blogpost, Investment Analyst Barney Timson, outlines some of the shareholder resolutions – including Microsoft, P&G and Chubb - we have supported since the changes to our funds.

As we have transitioned towards a more global opportunity set, shareholder resolutions, which are less common in the UK and European markets, have become more prominent, especially amongst the large US companies we now hold.

What is a shareholder resolution?

A shareholder resolution is a formal proposal submitted by a company’s shareholders for a vote at the company’s annual or special meeting. It typically asks the company to take a specific action or adopt a policy, often related to corporate governance, executive compensation, environmental practices, or social issues. While most shareholder resolutions are advisory rather than legally binding, they can influence company policies and signal investor concerns to management and the board of directors.

While most shareholder resolutions are advisory rather than legally binding, they can influence company policies and signal investor concerns to management and the board of directors.

Why are they common in the US?

In the US, securities laws make it easier for shareholders to submit proposals, with the filer only required to have held the shares for a short period of time and have their shareholding meet a modest nominal amount. Separately, in the US, management teams often provide investors with less access compared with their European and UK counterparts. As a result of this, filing shareholder resolutions is often the best method of starting a dialogue with the firm. Shareholder resolutions also provide investors with the opportunity to work with each other in an effort to amplify their voice and further encourage change at the investee firm.

Over the course of the past 12 months we have supported a number of shareholder resolutions covering a variety of topics across several different companies.

Chubb

An example of a shareholder resolution that we supported this year was a resolution tabled at the Annual General Meeting (AGM) for Chubb, the Swiss insurance company that specialises in property and casualty insurance. The resolution asked the company to produce a report disclosing the greenhouse gas emissions from its underwriting, insuring, and investment activities. We supported this resolution at the AGM as we are strong believers that greater disclosure is essential to driving improvements. This is because the publication of more data enables easier identification of trends or areas of concern.

Lennar

Another example of a shareholder resolution that we supported this year occurred at the AGM for Lennar, the US homebuilder. The resolution, filed by a reputable US-based shareholder activist, requested a separation of the Chairman and CEO roles at Lennar. In the US, Executive Chair positions are common practice however this is not considered corporate governance best practice in the UK and Europe. The main issue with Executive Chair roles is that it concentrates power to one individual. The role of the CEO is to manage the day-to-day operations of the company, whereas the role of the Chairperson is to oversee the board and evaluate and monitor the performance of the executive team (including the CEO). By separating the roles, the board can implement adequate checks and balances, and prevent an individual from effectively overseeing themselves. In this example, it is also worth highlighting that the Executive Chairman in question also possessed 40% of company voting rights, further strengthening his position

Microsoft

More recently, there was an example of shareholder resolution at the Microsoft AGM. The resolution asked the company to produce a report assessing the effectiveness of Microsoft’s human rights due diligence processes in preventing, identifying and addressing customer misuse of AI and cloud products and services which violate human rights or international humanitarian law. Following a string of reports by external parties and the public scrutiny that followed, Microsoft took the decision to disable certain services for the Israeli Defence Force due to misuse. Given that this misuse was initially identified by external parties, this raises legitimate concerns regarding the ability for Microsoft to proactively detect and mitigate similar risks in the future. Consequently, we took the decision to support this resolution so that we can understand how this occurred and how further incidents can be prevented in the future.

Proctor & Gamble

The final example of a shareholder resolution that we supported this year occurred at the AGM for Procter & Gamble, the global consumer goods giant. The resolution, filed by As You Sow, a non-profit foundation chartered to promote corporate social responsibility, requested the release of a report on P&G’s efforts to reduce its contribution to plastic pollution.

Despite P&G’s commitment to sustainable packaging, a significant amount of packaging remains in flexible plastic packaging, and they are behind in their goal to reduce virgin plastics by 50% by 2030. The reliance on flexible plastic packaging poses financial, regulatory and reputational risks, and they are lagging competitors. Based on these factors, we took the decision to support this resolution.

Written by Barney Timson

This article was originally published as part of our Q4 2025 Investment Management Report (IMR).

Information is accurate as at 13.01.2026. Opinions constitute the fund manager’s judgement as of this date and are subject to change without warning. The officers, employees and agents of CIP may have positions in any securities mentioned herein. This material may not be distributed, published or reproduced in whole or in part. With investment, capital is at risk.