Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations, the official text

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