| 1 | | - | By: Parker, Blanco S.B. No. 1057 |
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| 1 | + | By: Parker S.B. No. 1057 |
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| 2 | + | (In the Senate - Filed February 3, 2025; February 24, 2025, |
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| 3 | + | read first time and referred to Committee on Business & Commerce; |
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| 4 | + | March 31, 2025, reported adversely, with favorable Committee |
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| 5 | + | Substitute by the following vote: Yeas 10, Nays 0; March 31, 2025, |
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| 6 | + | sent to printer.) |
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| 7 | + | Click here to see the committee vote |
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| 8 | + | COMMITTEE SUBSTITUTE FOR S.B. No. 1057 By: Campbell |
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| 4 | 9 | | |
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| 5 | 10 | | |
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| 6 | 11 | | A BILL TO BE ENTITLED |
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| 7 | 12 | | AN ACT |
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| 8 | 13 | | relating to the submission and approval of certain proposals by |
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| 9 | 14 | | shareholders of nationally listed corporations. |
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| 10 | 15 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 11 | 16 | | SECTION 1. Subchapter H, Chapter 21, Business Organizations |
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| 12 | 17 | | Code, is amended by adding Section 21.373 to read as follows: |
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| 13 | 18 | | Sec. 21.373. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER |
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| 14 | 19 | | PROPOSALS. (a) In this section: |
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| 15 | 20 | | (1) "Nationally listed corporation" means a |
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| 16 | 21 | | corporation that: |
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| 17 | 22 | | (A) has a class of equity securities registered |
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| 18 | 23 | | under Section 12(b) of the Securities Exchange Act of 1934 (15 |
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| 19 | 24 | | U.S.C. Section 78l(b)); |
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| 20 | 25 | | (B) is admitted to listing on a national |
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| 21 | 26 | | securities exchange; and |
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| 22 | 27 | | (C) either: |
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| 23 | 28 | | (i) has its principal office in this state; |
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| 24 | 29 | | or |
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| 25 | 30 | | (ii) is admitted to listing on a stock |
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| 26 | 31 | | exchange that: |
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| 27 | 32 | | (a) has its principal office in this |
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| 28 | 33 | | state; and |
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| 29 | 34 | | (b) has received approval by the |
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| 30 | 35 | | securities commissioner under Subchapter C, Chapter 4005, |
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| 31 | 36 | | Government Code. |
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| 32 | 37 | | (2) "Voting shares" means shares that entitle the |
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| 33 | 38 | | holders of the shares to vote on a proposal. |
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| 34 | 39 | | (b) This section applies only to a nationally listed |
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| 35 | 40 | | corporation that makes an affirmative election to be governed by |
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| 36 | 41 | | this section under an amendment to the corporation's governing |
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| 37 | 42 | | documents. |
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| 38 | 43 | | (c) A nationally listed corporation shall provide notice to |
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| 39 | 44 | | shareholders of the proposed adoption of an amendment under |
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| 40 | 45 | | Subsection (b) in any proxy statement provided to shareholders |
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| 41 | 46 | | preceding the amendment's adoption. |
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| 42 | | - | (d) A nationally listed corporation shall include in any |
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| 43 | | - | proxy statement provided to shareholders specific information |
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| 44 | | - | about the process by which a shareholder or group of shareholders |
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| 45 | | - | may submit a proposal on a matter requiring shareholder approval, |
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| 46 | | - | including information for how shareholders may contact other |
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| 47 | | - | shareholders for the purpose of satisfying the ownership |
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| 48 | | - | requirements in this section. |
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| 49 | | - | (e) Except as provided by Subsection (f) and subject to the |
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| 47 | + | (d) Except as provided by Subsection (e) and subject to the |
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| 50 | 48 | | corporation's governing documents, to submit a proposal on a matter |
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| 51 | 49 | | to the shareholders for approval at a meeting of shareholders, a |
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| 52 | 50 | | shareholder or group of shareholders must: |
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| 53 | 51 | | (1) hold an amount of voting shares of the |
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| 54 | 52 | | corporation, determined as of the date of submission of the |
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| 55 | 53 | | proposal, equal to at least: |
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| 56 | 54 | | (A) $1 million in market value; or |
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| 57 | 55 | | (B) three percent of the corporation's voting |
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| 58 | 56 | | shares; |
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| 59 | 57 | | (2) hold the shares described by Subdivision (1): |
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| 60 | 58 | | (A) for a continuous period of least six months |
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| 61 | 59 | | before the date of the meeting; and |
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| 62 | 60 | | (B) throughout the entire duration of the |
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| 63 | 61 | | meeting; and |
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| 64 | 62 | | (3) solicit the holders of shares representing at |
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| 65 | 63 | | least 67 percent of the voting power of shares entitled to vote on |
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| 66 | 64 | | the proposal. |
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