By: Parker, Blanco S.B. No. 1057
A BILL TO BE ENTITLED
AN ACT
relating to the submission and approval of certain proposals by
shareholders of nationally listed 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. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER
PROPOSALS. (a) In this section:
(1) "Nationally listed corporation" means a
corporation that:
(A) has a class of equity securities registered
under Section 12(b) of the Securities Exchange Act of 1934 (15
U.S.C. Section 78l(b));
(B) is admitted to listing on a national
securities exchange; and
(C) either:
(i) has its principal office in this state;
or
(ii) is admitted to listing on a stock
exchange that:
(a) has its principal office in this
state; and
(b) has received approval by the
securities commissioner under Subchapter C, Chapter 4005,
Government Code.
(2) "Voting shares" means shares that entitle the
holders of the shares to vote on a proposal.
(b) This section applies only to a nationally listed
corporation that makes an affirmative election to be governed by
this section under an amendment to the corporation's governing
documents.
(c) A nationally listed corporation shall provide notice to
shareholders of the proposed adoption of an amendment under
Subsection (b) in any proxy statement provided to shareholders
preceding the amendment's adoption.
(d) A nationally listed corporation shall include in any
proxy statement provided to shareholders specific information
about the process by which a shareholder or group of shareholders
may submit a proposal on a matter requiring shareholder approval,
including information for how shareholders may contact other
shareholders for the purpose of satisfying the ownership
requirements in this section.
(e) Except as provided by Subsection (f) and subject to the
corporation's governing documents, to submit a proposal on a matter
to the shareholders for approval at a meeting of shareholders, a
shareholder or group of shareholders must:
(1) hold an amount of voting shares of the
corporation, determined as of the date of submission of the
proposal, equal to at least:
(A) $1 million in market value; or
(B) three percent of the corporation's voting
shares;
(2) hold the shares described by Subdivision (1):
(A) for a continuous period of least six months
before the date of the meeting; and
(B) throughout the entire duration of the
meeting; and
(3) solicit the holders of shares representing at
least 67 percent of the voting power of shares entitled to vote on
the proposal.
(f) Subsection (e) does not apply to:
(1) director nominations; and
(2) procedural resolutions that are ancillary to the
conduct of the meeting.
SECTION 2. This Act takes effect September 1, 2025.