SB1057 - Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

      S.B. No. 1057         AN ACT   relating to the submission and approval of certain proposals by   shareholders of nationally listed corporations.          BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:          SECTION 1.  Subchapter H, Chapter 21, Business Organizations   Code, is amended by adding Section 21.373 to read as follows:           Sec.   21.373.     NATIONALLY LISTED CORPORATIONS:     SHAREHOLDER   PROPOSALS.   (a)   In this section:                 (1)     "Nationally listed corporation" means a   corporation that:                       (A)     has a class of equity securities registered   under Section 12(b) of the Securities Exchange Act of 1934 (15   U.S.C. Section 78l(b));                       (B)     is admitted to listing on a national   securities exchange; and                       (C)  either:                             (i)     has its principal office in this state;   or                             (ii)     is admitted to listing on a stock   exchange that:                                   (a)     has its principal office in this   state; and                                   (b)     has received approval by the   securities commissioner under Subchapter C, Chapter 4005,   Government Code.                 (2)     "Voting shares" means shares that entitle the   holders of the shares to vote on a proposal.           (b)     This section applies only to a nationally listed   corporation that makes an affirmative election to be governed by   this section under an amendment to the corporation's governing   documents.           (c)     A nationally listed corporation shall provide notice to   shareholders of the proposed adoption of an amendment under   Subsection (b) in any proxy statement provided to shareholders   preceding the amendment's adoption.           (d)     A nationally listed corporation shall include in any   proxy statement provided to shareholders specific information   about the process by which a shareholder or group of shareholders   may submit a proposal on a matter requiring shareholder approval,   including information for how shareholders may contact other   shareholders for the purpose of satisfying the ownership   requirements in this section.           (e)     Except as provided by Subsection (f) and subject to the   corporation's governing documents, to submit a proposal on a matter   to the shareholders for approval at a meeting of shareholders, a   shareholder or group of shareholders must:                 (1)     hold an amount of voting shares of the   corporation, determined as of the date of submission of the   proposal, equal to at least:                       (A)  $1 million in market value; or                       (B)     three percent of the corporation's voting   shares;                 (2)  hold the shares described by Subdivision (1):                       (A)     for a continuous period of least six months   before the date of the meeting; and                       (B)     throughout the entire duration of the   meeting; and                 (3)     solicit the holders of shares representing at   least 67 percent of the voting power of shares entitled to vote on   the proposal.           (f)  Subsection (e) does not apply to:                 (1)  director nominations; and                 (2)     procedural resolutions that are ancillary to the   conduct of the meeting.          SECTION 2.  This Act takes effect September 1, 2025.             ______________________________ ______________________________      President of the Senate Speaker of the House                 I hereby certify that S.B. No. 1057 passed the Senate on   April 10, 2025, by the following vote:  Yeas 27, Nays 3.       ______________________________   Secretary of the Senate                I hereby certify that S.B. No. 1057 passed the House on   May 6, 2025, by the following vote:  Yeas 140, Nays 5, one present   not voting.       ______________________________   Chief Clerk of the House            Approved:     ______________________________                Date       ______________________________              Governor