I
119THCONGRESS
1
STSESSION H. R. 52
To require the Securities and Exchange Commission to amend a rule of
the Commission relating to shareholder proposals, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
JANUARY3, 2025
Mr. B
IGGSof Arizona (for himself, Mr. OGLES, and Mr. CRANE) introduced
the following bill; which was referred to the Committee on Financial Services
A BILL
To require the Securities and Exchange Commission to
amend a rule of the Commission relating to shareholder
proposals, and for other purposes.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Stop Woke Investing 4
Act’’. 5
SEC. 2. SHAREHOLDER PROPOSALS. 6
(a) D
EFINITIONS.—In this section: 7
(1) A
CCELERATED FILER ; LARGE ACCELER -8
ATED FILER.—The terms ‘‘accelerated filer’’ and 9
‘‘large accelerated filer’’ have the meanings given the 10
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terms in section 240.12b–2 of title 17, Code of Fed-1
eral Regulations, or any successor regulation. 2
(2) C
OMMISSION.—The term ‘‘Commission’’ 3
means the Securities and Exchange Commission. 4
(3) M
ATERIAL.—The term ‘‘material’’, when 5
used to qualify a financial risk or financial return— 6
(A) means a financial risk or financial re-7
turn in which there is a substantial likelihood 8
that a reasonable investor would attach impor-9
tance when— 10
(i) evaluating the potential financial 11
risks or returns of an existing or prospec-12
tive investment; or 13
(ii) exercising, or declining to exercise, 14
any rights with respect to securities; and 15
(B) does not include— 16
(i) furthering nonpecuniary, environ-17
mental, social, political, ideological, or 18
other goals or objectives; or 19
(ii) any portion of a financial risk or 20
financial return that primarily relates to 21
events that— 22
(I) involve a high degree of un-23
certainty regarding what may occur in 24
the long-term future; and 25
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(II) are systemic, general, or not 1
investment-specific in nature. 2
(4) N
ON-ACCELERATED FILER .—The term 3
‘‘non-accelerated filer’’ means an issuer that is not 4
an accelerated filer or a large accelerated filer. 5
(b) A
MENDMENTS REQUIRED.—Not later than 180 6
days after the date of enactment of this Act, the Commis-7
sion shall amend section 240.14a–8 of title 17, Code of 8
Federal Regulations, or any successor regulation, to pro-9
vide that the shareholder proposals that a company in-10
cludes on the proxy card of the company, and includes 11
along with any supporting statement in the proxy state-12
ment of the company, shall be determined in accordance 13
with the following: 14
(1) A company shall determine the proposals to 15
include with respect to any 1 annual or special meet-16
ing of shareholders as follows: 17
(A) Subject to paragraph (2), if the com-18
pany is a non-accelerated filer, the company 19
shall not be required to include more than 2 20
proposals submitted by shareholders. 21
(B) Subject to paragraph (2), if the com-22
pany is an accelerated filer, the company shall 23
not be required to include more than 4 pro-24
posals submitted by shareholders. 25
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(C) Subject to paragraph (2), if the com-1
pany is a large accelerated filer, the company 2
shall not be required to include more than 7 3
proposals submitted by shareholders. 4
(2) A proposal may not be included under para-5
graph (1) unless the proposal has a material effect 6
on the financial performance of the applicable com-7
pany. 8
(3) The method for determining which pro-9
posals to include under subparagraphs (A), (B), and 10
(C) of paragraph (1) shall be— 11
(A) determined by the company; and 12
(B) disclosed to the Commission. 13
(4) The order in which the company receives 14
the proposals shall have no bearing in determining 15
whether a proposal is so included. 16
(5) If any 2 or more proposals submitted are 17
substantially similar, all such proposals shall be con-18
sidered to be a single proposal for the purposes of 19
this subsection. 20
(6) No proposal submitted by a member of the 21
board of directors of the company may be so in-22
cluded. 23
(c) R
ULES OFCONSTRUCTION.—Nothing in this sec-24
tion may be construed— 25
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(1) to require a company to include a share-1
holder proposal in the proxy statement of the com-2
pany if, under rules prescribed by the Commission, 3
the proposal otherwise is not required to be included 4
in the proxy statement; 5
(2) to authorize or approve any Commission 6
rule or claim of authority to require a company to 7
include the proposal of a shareholder in the proxy 8
statement of the company; or 9
(3) to restrict the ability of the Commission to 10
repeal any rule requiring a company to include the 11
proposal of a shareholder in the proxy statement of 12
the company. 13
Æ
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