| 1 | 1 | | 89R11828 SCR-F |
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| 2 | 2 | | By: Meyer, Button, AnchÃa H.B. No. 4115 |
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| 3 | 3 | | Substitute the following for H.B. No. 4115: |
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| 4 | 4 | | By: Button C.S.H.B. No. 4115 |
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| 5 | 5 | | |
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| 6 | 6 | | |
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| 7 | 7 | | |
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| 8 | 8 | | |
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| 9 | 9 | | A BILL TO BE ENTITLED |
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| 10 | 10 | | AN ACT |
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| 11 | 11 | | relating to the submission and approval of certain proposals by |
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| 12 | 12 | | shareholders of nationally listed corporations. |
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| 13 | 13 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 14 | 14 | | SECTION 1. Subchapter H, Chapter 21, Business Organizations |
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| 15 | 15 | | Code, is amended by adding Section 21.373 to read as follows: |
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| 16 | 16 | | Sec. 21.373. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER |
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| 17 | 17 | | PROPOSALS. (a) In this section: |
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| 18 | 18 | | (1) "Nationally listed corporation" means a |
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| 19 | 19 | | corporation that: |
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| 20 | 20 | | (A) has a class of equity securities registered |
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| 21 | 21 | | under Section 12(b) of the Securities Exchange Act of 1934 (15 |
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| 22 | 22 | | U.S.C. Section 78l(b)); |
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| 23 | 23 | | (B) is admitted to listing on a national |
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| 24 | 24 | | securities exchange; and |
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| 25 | 25 | | (C) either: |
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| 26 | 26 | | (i) has its principal office in this state; |
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| 27 | 27 | | or |
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| 28 | 28 | | (ii) is admitted to listing on a stock |
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| 29 | 29 | | exchange that: |
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| 30 | 30 | | (a) has its principal office in this |
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| 31 | 31 | | state; and |
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| 32 | 32 | | (b) has received approval by the |
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| 33 | 33 | | securities commissioner under Subchapter C, Chapter 4005, |
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| 34 | 34 | | Government Code. |
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| 35 | 35 | | (2) "Voting shares" means shares that entitle the |
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| 36 | 36 | | holders of the shares to vote on a proposal. |
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| 37 | 37 | | (b) This section applies only to a nationally listed |
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| 38 | 38 | | corporation that makes an affirmative election to be governed by |
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| 39 | 39 | | this section under an amendment to the corporation's governing |
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| 40 | 40 | | documents. |
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| 41 | 41 | | (c) A nationally listed corporation shall provide notice to |
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| 42 | 42 | | shareholders of the proposed adoption of an amendment under |
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| 43 | 43 | | Subsection (b) in any proxy statement provided to shareholders |
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| 44 | 44 | | preceding the amendment's adoption. |
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| 45 | 45 | | (d) Except as provided by Subsection (e) and subject to the |
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| 46 | 46 | | corporation's governing documents, to submit a proposal on a matter |
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| 47 | 47 | | to the shareholders for approval at a meeting of shareholders, a |
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| 48 | 48 | | shareholder or group of shareholders must: |
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| 49 | 49 | | (1) hold an amount of voting shares of the |
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| 50 | 50 | | corporation, determined as of the date of submission of the |
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| 51 | 51 | | proposal, equal to at least: |
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| 52 | 52 | | (A) $1 million in market value; or |
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| 53 | 53 | | (B) three percent of the corporation's voting |
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| 54 | 54 | | shares; |
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| 55 | 55 | | (2) hold the shares described by Subdivision (1): |
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| 56 | 56 | | (A) for a continuous period of least six months |
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| 57 | 57 | | before the date of the meeting; and |
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| 58 | 58 | | (B) throughout the entire duration of the |
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| 59 | 59 | | meeting; and |
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| 60 | 60 | | (3) solicit the holders of shares representing at |
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| 61 | 61 | | least 67 percent of the voting power of shares entitled to vote on |
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| 62 | 62 | | the proposal. |
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| 63 | 63 | | (e) Subsection (d) does not apply to: |
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| 64 | 64 | | (1) director nominations; and |
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| 65 | 65 | | (2) procedural resolutions that are ancillary to the |
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| 66 | 66 | | conduct of the meeting. |
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| 67 | 67 | | SECTION 2. This Act takes effect September 1, 2025. |
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