Us Congress 2025-2026 Regular Session

Us Congress House Bill HB52 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	I
2	2	119THCONGRESS
3	3	1
4	4	STSESSION H. R. 52
5	5	To require the Securities and Exchange Commission to amend a rule of
6	6	the Commission relating to shareholder proposals, and for other purposes.
7	7	IN THE HOUSE OF REPRESENTATIVES
8	8	JANUARY3, 2025
9	9	Mr. B
10	10	IGGSof Arizona (for himself, Mr. OGLES, and Mr. CRANE) introduced
11	11	the following bill; which was referred to the Committee on Financial Services
12	12	A BILL
13	13	To require the Securities and Exchange Commission to
14	14	amend a rule of the Commission relating to shareholder
15	15	proposals, and for other purposes.
16	16	Be it enacted by the Senate and House of Representa-1
17	17	tives of the United States of America in Congress assembled, 2
18	18	SECTION 1. SHORT TITLE. 3
19	19	This Act may be cited as the ‘‘Stop Woke Investing 4
20	20	Act’’. 5
21	21	SEC. 2. SHAREHOLDER PROPOSALS. 6
22	22	(a) D
23	23	EFINITIONS.—In this section: 7
24	24	(1) A
25	25	CCELERATED FILER ; LARGE ACCELER -8
26	26	ATED FILER.—The terms ‘‘accelerated filer’’ and 9
27	27	‘‘large accelerated filer’’ have the meanings given the 10
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30	30	•HR 52 IH
31	31	terms in section 240.12b–2 of title 17, Code of Fed-1
32	32	eral Regulations, or any successor regulation. 2
33	33	(2) C
34	34	OMMISSION.—The term ‘‘Commission’’ 3
35	35	means the Securities and Exchange Commission. 4
36	36	(3) M
37	37	ATERIAL.—The term ‘‘material’’, when 5
38	38	used to qualify a financial risk or financial return— 6
39	39	(A) means a financial risk or financial re-7
40	40	turn in which there is a substantial likelihood 8
41	41	that a reasonable investor would attach impor-9
42	42	tance when— 10
43	43	(i) evaluating the potential financial 11
44	44	risks or returns of an existing or prospec-12
45	45	tive investment; or 13
46	46	(ii) exercising, or declining to exercise, 14
47	47	any rights with respect to securities; and 15
48	48	(B) does not include— 16
49	49	(i) furthering nonpecuniary, environ-17
50	50	mental, social, political, ideological, or 18
51	51	other goals or objectives; or 19
52	52	(ii) any portion of a financial risk or 20
53	53	financial return that primarily relates to 21
54	54	events that— 22
55	55	(I) involve a high degree of un-23
56	56	certainty regarding what may occur in 24
57	57	the long-term future; and 25
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61	61	(II) are systemic, general, or not 1
62	62	investment-specific in nature. 2
63	63	(4) N
64	64	ON-ACCELERATED FILER .—The term 3
65	65	‘‘non-accelerated filer’’ means an issuer that is not 4
66	66	an accelerated filer or a large accelerated filer. 5
67	67	(b) A
68	68	MENDMENTS REQUIRED.—Not later than 180 6
69	69	days after the date of enactment of this Act, the Commis-7
70	70	sion shall amend section 240.14a–8 of title 17, Code of 8
71	71	Federal Regulations, or any successor regulation, to pro-9
72	72	vide that the shareholder proposals that a company in-10
73	73	cludes on the proxy card of the company, and includes 11
74	74	along with any supporting statement in the proxy state-12
75	75	ment of the company, shall be determined in accordance 13
76	76	with the following: 14
77	77	(1) A company shall determine the proposals to 15
78	78	include with respect to any 1 annual or special meet-16
79	79	ing of shareholders as follows: 17
80	80	(A) Subject to paragraph (2), if the com-18
81	81	pany is a non-accelerated filer, the company 19
82	82	shall not be required to include more than 2 20
83	83	proposals submitted by shareholders. 21
84	84	(B) Subject to paragraph (2), if the com-22
85	85	pany is an accelerated filer, the company shall 23
86	86	not be required to include more than 4 pro-24
87	87	posals submitted by shareholders. 25
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91	91	(C) Subject to paragraph (2), if the com-1
92	92	pany is a large accelerated filer, the company 2
93	93	shall not be required to include more than 7 3
94	94	proposals submitted by shareholders. 4
95	95	(2) A proposal may not be included under para-5
96	96	graph (1) unless the proposal has a material effect 6
97	97	on the financial performance of the applicable com-7
98	98	pany. 8
99	99	(3) The method for determining which pro-9
100	100	posals to include under subparagraphs (A), (B), and 10
101	101	(C) of paragraph (1) shall be— 11
102	102	(A) determined by the company; and 12
103	103	(B) disclosed to the Commission. 13
104	104	(4) The order in which the company receives 14
105	105	the proposals shall have no bearing in determining 15
106	106	whether a proposal is so included. 16
107	107	(5) If any 2 or more proposals submitted are 17
108	108	substantially similar, all such proposals shall be con-18
109	109	sidered to be a single proposal for the purposes of 19
110	110	this subsection. 20
111	111	(6) No proposal submitted by a member of the 21
112	112	board of directors of the company may be so in-22
113	113	cluded. 23
114	114	(c) R
115	115	ULES OFCONSTRUCTION.—Nothing in this sec-24
116	116	tion may be construed— 25
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120	120	(1) to require a company to include a share-1
121	121	holder proposal in the proxy statement of the com-2
122	122	pany if, under rules prescribed by the Commission, 3
123	123	the proposal otherwise is not required to be included 4
124	124	in the proxy statement; 5
125	125	(2) to authorize or approve any Commission 6
126	126	rule or claim of authority to require a company to 7
127	127	include the proposal of a shareholder in the proxy 8
128	128	statement of the company; or 9
129	129	(3) to restrict the ability of the Commission to 10
130	130	repeal any rule requiring a company to include the 11
131	131	proposal of a shareholder in the proxy statement of 12
132	132	the company. 13
133	133	Æ
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