Bill > HB4115

This bill establishes new rules for shareholders submitting proposals at meetings of nationally listed corporations (publicly traded companies registered on national securities exchanges with specific location criteria). The legislation allows corporations to voluntarily opt into these regulations through an amendment to their governing documents, which must be disclosed to shareholders in proxy statements. To submit a proposal, shareholders must meet specific requirements: they must own either $1 million in market value or 3% of the corporation's voting shares, have held those shares continuously for at least six months before and during the meeting, and be able to solicit support from shareholders representing at least 67% of the voting power. The bill specifically exempts director nominations and procedural meeting resolutions from these requirements. These provisions aim to provide a structured framework for shareholder engagement while ensuring that proposals come from shareholders with a substantial, sustained financial stake in the corporation. The bill is set to take effect on September 1, 2025, giving corporations time to review and potentially adopt these new shareholder proposal guidelines.

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https://capitol.texas.gov/BillLookup/History.aspx?LegSess=89R&Bill=HB4115