119-hr52

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 52 Introduced in House

    (IH) ]

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119th CONGRESS
 1st Session
 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

 January 3, 2025

Mr. Biggs of 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 Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

 This Act may be cited as the ``Stop Woke Investing Act''.

SEC. 2. SHAREHOLDER PROPOSALS.

    (a) 

=== Definitions. ===
-In this section:

    (1) Accelerated filer; large accelerated filer.--The terms 
 ``accelerated filer'' and ``large accelerated filer'' have the 
 meanings given the terms in 

section 240.12b-2 of title 17, Code 
 of Federal Regulations, or any successor regulation.

    (2) Commission.--The term ``Commission'' means the 
 Securities and Exchange Commission.

    (3) Material.--The term ``material'', when used to qualify 
 a financial risk or financial return--
        (A) means a financial risk or financial return in 
 which there is a substantial likelihood that a 
 reasonable investor would attach importance when--
            (i) evaluating the potential financial 
 risks or returns of an existing or prospective 
 investment; or
            (ii) exercising, or declining to exercise, 
 any rights with respect to securities; and
        (B) does not include--
            (i) furthering nonpecuniary, environmental, 
 social, political, ideological, or other goals 
 or objectives; or
            (ii) any portion of a financial risk or 
 financial return that primarily relates to 
 events that--
            (I) involve a high degree of 
 uncertainty regarding what may occur in 
 the long-term future; and
            (II) are systemic, general, or not 
 investment-specific in nature.

    (4) Non-accelerated filer.--The term ``non-accelerated 
 filer'' means an issuer that is not an accelerated filer or a 
 large accelerated filer.

    (b) Amendments Required.--Not later than 180 days after the date of 
enactment of this Act, the Commission shall amend 

section 240.14a-8 of 
title 17, Code of Federal Regulations, or any successor regulation, to 
provide that the shareholder proposals that a company includes on the 
proxy card of the company, and includes along with any supporting 
statement in the proxy statement of the company, shall be determined in 
accordance with the following:

    (1) A company shall determine the proposals to include with 
 respect to any 1 annual or special meeting of shareholders as 
 follows:
        (A) Subject to paragraph

    (2) , if the company is a 
 non-accelerated filer, the company shall not be 
 required to include more than 2 proposals submitted by 
 shareholders.
        (B) Subject to paragraph

    (2) , if the company is an 
 accelerated filer, the company shall not be required to 
 include more than 4 proposals submitted by 
 shareholders.
            (C) Subject to paragraph

    (2) , if the company is a 
 large accelerated filer, the company shall not be 
 required to include more than 7 proposals submitted by 
 shareholders.

    (2) A proposal may not be included under paragraph

    (1) unless the proposal has a material effect on the financial 
 performance of the applicable company.

    (3) The method for determining which proposals to include 
 under subparagraphs
        (A) ,
        (B) , and
            (C) of paragraph

    (1) shall 
 be--
        (A) determined by the company; and
        (B) disclosed to the Commission.

    (4) The order in which the company receives the proposals 
 shall have no bearing in determining whether a proposal is so 
 included.

    (5) If any 2 or more proposals submitted are substantially 
 similar, all such proposals shall be considered to be a single 
 proposal for the purposes of this subsection.

    (6) No proposal submitted by a member of the board of 
 directors of the company may be so included.
            (c) Rules of Construction.--Nothing in this section may be 
construed--

    (1) to require a company to include a shareholder proposal 
 in the proxy statement of the company if, under rules 
 prescribed by the Commission, the proposal otherwise is not 
 required to be included in the proxy statement;

    (2) to authorize or approve any Commission rule or claim of 
 authority to require a company to include the proposal of a 
 shareholder in the proxy statement of the company; or

    (3) to restrict the ability of the Commission to repeal any 
 rule requiring a company to include the proposal of a 
 shareholder in the proxy statement of the company.
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