89R11822 TYPED
By: Parker S.B. No. 1057
A BILL TO BE ENTITLED
AN ACT
relating to shareholder proposals submitted to certain domestic
corporations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subchapter H, Chapter 21, Business Organizations
Code, is amended by adding Section 21.373 to read as follows:
Sec. 21.373. SHAREHOLDER PROPOSALS. (a) This section
applies only to a corporation that:
(1) is formed under the laws of this state;
(2) has a class of equity securities registered under
Section 12(b) of the Securities Exchange Act of 1934;
(3) is admitted to listing on a national securities
exchange;
(4) either:
(A) has its principal office in this state; or
(B) is admitted to listing on a stock exchange
that:
(i) has its principal office in this state;
and
(ii) has received approval by the state
pursuant to Subchapter C, Chapter 4005, Government Code; and
(5) opts into this section by amending its governing
documents and providing notice to shareholders in its proxy
statement.
(b) Except as otherwise provided by a corporation's
governing documents, to submit a matter to the shareholders for
approval at a shareholder meeting, a shareholder, or group of
shareholders, must:
(1) hold no less than the lesser of:
(A) $1,000,000 in market value of the
corporation's securities entitled to vote on the proposal, measured
at the date of submission of the proposal; or
(B) three percent of the corporation's
securities entitled to vote on the proposal;
(2) continuously maintain ownership in the shares
required by Subdivision (1) for at least six months leading up to
and through the shareholder meeting; and
(3) solicit the holders of shares representing at
least 67% of the voting power of shares entitled to vote on the
proposal.
(c) Subsection (b) does not apply to:
(1) director nominations; and
(2) procedural resolutions that are ancillary to the
conduct of the meeting.
(d) If this section applies to a corporation, it shall not
be legally permissible for the shareholders of the corporation to
vote on any matter submitted to a meeting of shareholders by a
shareholder unless:
(1) that proposal has been submitted in compliance
with subsection (b); or
(2) that proposal is exempt under subsection (c).
SECTION 2. This Act takes effect September 1, 2025.