The following checklist may assist shareholders and interested groups in making sure they meet deadlines and follow necessary steps. Make sure to consult Tips on Drafting, Submitting and Defending Resolutions for other important points to consider.

Strategizing and Research for SHAREHOLDERS

• Familiarize yourself with company dialogues that may be underway through tapping into shareholder activist networks found at Shareholder Allies You Should Know.  If other shareholders are currently in dialogue with the company on the same or similar topic, join them. If the dialogues are occurring on a substantially different topic, you may elect, in consultation with the other shareholder activists, to pursue a separate dialogue.
• Continue to research the topic, and contact public interest groups or activists working on the issue. Recruit "technical experts," non-shareholders who can give you technical assistance and advice on strategy, dialogues, defending resolutions, etc.
• With the other activists, assess the appropriateness of a shareholder tactic in the context of broader social or community initiatives, particularly how shareholder activity will promote overall campaign goals.
• Jointly set objectives for the shareholder strategy in the context of broader initiatives.
• Research past shareholder resolutions at the company, and determine this year's filing deadline on SEC's Edgar database.
• Remember that two substantially similar resolutions cannot be filed at one company during a given year; and that proposals substantially similar to resolutions that are ineligible to be submitted because of low votes the previous year are off limits. Past years' votes are available from the company or the proponent.
• Verify that you meet eligibility requirements for the year in which a proposal may be filed.
• Continue to coordinate plans and communicate with other activists and investors.

• Assess the appropriateness, potential, and limitations of a shareholder tactic in the context of broader social or community initiatives.
• If you do not currently own the company, but are concerned with the company's behavior, identify whether the company is publicly traded. (If so, you will find them on the SEC's Edgar database.) If you do own the company, find what kind of stock you own, how much, for how long, etc.
• Talk with those in shareholder activist networks such as the ones listed at Shareholder Activist Allies You Should Know. Identify, share information, and develop relationships with shareholders who are also genuinely interested in your social issue. If you already own the company, identify other shareholders interested in joining you in a dialogue. If you do not own the company, determine whether or not the shareholders are planning to begin a dialogue at the company on your given topic.

• Begin a shareholder dialogue process with the company (usually begins with a letter and continues with meetings). Adhere to your pre-determined objectives for the dialogue and negotiation process. Be patient.  See Shareholder Dialogue: The Goal of Shareholder Resolutions for tips on how to make the most of your company dialogue.
• Begin drafting a resolution (see Tips on Drafting, Submitting, and Defending Resolutions) to be used in case your dialogue yields no progress. Keep in mind the company's filing deadline. You may want to consult with a securities lawyer or a shareholder activist services provider.
• Keep in constant contact with co-filers and other activists; make sure that your dialogue is informed by new developments in the corporate or campaign arenas.

• If dialogue is not fruitful, file the resolution at the Corporate Secretary's office before the company's filing deadline (different for each company).
• Make sure that you file on time, prove your eligibility, and submit a cover letter and resolution that is appropriate regarding content, length and style (see Tips on Drafting, Submitting, and Defending Resolutions).
• Provide appropriate documentation if the company challenges your eligibility.
• Some shareholders choose to make their filing public, although others feel that shareholder-generated publicity can undermine the trust they are trying to build in the dialogue.

• After the resolution has been filed, approach the company for another dialogue or respond to the company's request to meet. Continue dialogue in good faith and adhere to your pre-determined objectives for the dialogue and negotiation. The company will probably request that you withdraw your resolution.
• Ask the company when the proxies will be printed (the last practical deadline for achieving progress before the annual meeting).
• If you achieve your dialogue objectives, withdraw the resolution in writing. Technically, you can withdraw the proposal right up to the point of the annual meeting, but once the proxies get printed and sent out, companies generally do not want to talk with you until after the meeting.

The company usually prints up and mails its proxy materials at least 30 days before the annual meeting. The proxy printing date is the practical deadline before which the SEC must make its final decisions on a) whether or not the company has to include the resolution and in what form, and b) on if and how the company's statement of opposition must be amended given shareholder contention. Several back-and-forth letters may be exchanged between the filing date and the proxy printing date, so make sure you respond to company letters quickly.

If a company tries to exclude your resolution from the ballot you will be copied on a company letter to the SEC which outlines the company's reasons for why they think your resolution can be excluded. At that point:

• Work with other shareholders and stakeholders to respond to the company's claims as soon as possible, preferably within 2 weeks. See examples of proxy fights and how investors defended their resolutions.
• Respond to every claim and back up all your assertions and rebuttals with attached evidence.
• Submit six copies of your response to the SEC and provide copies to the company and co-filers. Use registered or receipt mail.
• The company may rebut your arguments; if so, re-group and respond to it with a rebuttal of your own. Again, reply as soon as possible and provide six copies to the SEC and a copy to the company and co-filers.
• If the SEC decides that a company can exclude your resolution, attempt to continue dialoguing with them.
• If the SEC decides that a company must include your resolution, the company will send you a statement of opposition that it intends to print to accompany your proposal. If you believe that the statement contains false and misleading information, contest those points as soon as possible via direct company negotiations or by writing the SEC with evidence (again, provide six copies to the SEC and copies to the company and co-filers).

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