Bill > SB1057

This bill establishes new regulations for shareholder proposals in nationally listed corporations, which are defined as companies with equity securities registered on a national securities exchange and either headquartered in Texas or listed on a Texas-based stock exchange. The bill requires these corporations to voluntarily opt into the new rules through an amendment to their governing documents and provide shareholders with clear information about how to submit proposals. To submit a proposal, shareholders must meet specific ownership requirements: they must hold either $1 million in market value or 3% of the corporation's voting shares, maintain that ownership for at least six months before and throughout the shareholders' meeting, and be able to solicit support from shareholders representing at least 67% of the voting power. The bill excludes director nominations and procedural meeting resolutions from these requirements. Corporations must also disclose in their proxy statements the process for shareholders to submit proposals and how they can contact other shareholders to meet the ownership thresholds. The legislation is set to take effect on September 1, 2025, and aims to provide more transparency and structured guidelines for shareholder engagement in corporate decision-making.

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https://capitol.texas.gov/BillLookup/History.aspx?LegSess=89R&Bill=SB1057