[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 52 Introduced in House (IH)]
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119th CONGRESS
1st Session
H. R. 52
To require the Securities and Exchange Commission to amend a rule of
the Commission relating to shareholder proposals, and for other
purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
January 3, 2025
Mr. Biggs of Arizona (for himself, Mr. Ogles, and Mr. Crane) introduced
the following bill; which was referred to the Committee on Financial
Services
_______________________________________________________________________
A BILL
To require the Securities and Exchange Commission to amend a rule of
the Commission relating to shareholder proposals, and for other
purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Stop Woke Investing Act''.
SEC. 2. SHAREHOLDER PROPOSALS.
(a) Definitions.--In this section:
(1) Accelerated filer; large accelerated filer.--The terms
``accelerated filer'' and ``large accelerated filer'' have the
meanings given the terms in section 240.12b-2 of title 17, Code
of Federal Regulations, or any successor regulation.
(2) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
(3) Material.--The term ``material'', when used to qualify
a financial risk or financial return--
(A) means a financial risk or financial return in
which there is a substantial likelihood that a
reasonable investor would attach importance when--
(i) evaluating the potential financial
risks or returns of an existing or prospective
investment; or
(ii) exercising, or declining to exercise,
any rights with respect to securities; and
(B) does not include--
(i) furthering nonpecuniary, environmental,
social, political, ideological, or other goals
or objectives; or
(ii) any portion of a financial risk or
financial return that primarily relates to
events that--
(I) involve a high degree of
uncertainty regarding what may occur in
the long-term future; and
(II) are systemic, general, or not
investment-specific in nature.
(4) Non-accelerated filer.--The term ``non-accelerated
filer'' means an issuer that is not an accelerated filer or a
large accelerated filer.
(b) Amendments Required.--Not later than 180 days after the date of
enactment of this Act, the Commission shall amend section 240.14a-8 of
title 17, Code of Federal Regulations, or any successor regulation, to
provide that the shareholder proposals that a company includes on the
proxy card of the company, and includes along with any supporting
statement in the proxy statement of the company, shall be determined in
accordance with the following:
(1) A company shall determine the proposals to include with
respect to any 1 annual or special meeting of shareholders as
follows:
(A) Subject to paragraph (2), if the company is a
non-accelerated filer, the company shall not be
required to include more than 2 proposals submitted by
shareholders.
(B) Subject to paragraph (2), if the company is an
accelerated filer, the company shall not be required to
include more than 4 proposals submitted by
shareholders.
(C) Subject to paragraph (2), if the company is a
large accelerated filer, the company shall not be
required to include more than 7 proposals submitted by
shareholders.
(2) A proposal may not be included under paragraph (1)
unless the proposal has a material effect on the financial
performance of the applicable company.
(3) The method for determining which proposals to include
under subparagraphs (A), (B), and (C) of paragraph (1) shall
be--
(A) determined by the company; and
(B) disclosed to the Commission.
(4) The order in which the company receives the proposals
shall have no bearing in determining whether a proposal is so
included.
(5) If any 2 or more proposals submitted are substantially
similar, all such proposals shall be considered to be a single
proposal for the purposes of this subsection.
(6) No proposal submitted by a member of the board of
directors of the company may be so included.
(c) Rules of Construction.--Nothing in this section may be
construed--
(1) to require a company to include a shareholder proposal
in the proxy statement of the company if, under rules
prescribed by the Commission, the proposal otherwise is not
required to be included in the proxy statement;
(2) to authorize or approve any Commission rule or claim of
authority to require a company to include the proposal of a
shareholder in the proxy statement of the company; or
(3) to restrict the ability of the Commission to repeal any
rule requiring a company to include the proposal of a
shareholder in the proxy statement of the company.
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