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A BILL TO BE ENTITLED
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AN ACT
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relating to the submission and approval of certain proposals by |
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shareholders of nationally listed corporations. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subchapter H, Chapter 21, Business Organizations |
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Code, is amended by adding Section 21.373 to read as follows: |
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Sec. 21.373. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER |
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PROPOSALS. (a) In this section: |
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(1) "Nationally listed corporation" means a |
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corporation that: |
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(A) has a class of equity securities registered |
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under Section 12(b) of the Securities Exchange Act of 1934 (15 |
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U.S.C. Section 78l(b)); |
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(B) is admitted to listing on a national |
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securities exchange; and |
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(C) either: |
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(i) has its principal office in this state; |
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or |
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(ii) is admitted to listing on a stock |
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exchange that: |
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(a) has its principal office in this |
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state; and |
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(b) has received approval by the |
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securities commissioner under Subchapter C, Chapter 4005, |
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Government Code. |
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(2) "Voting shares" means shares that entitle the |
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holders of the shares to vote on a proposal. |
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(b) This section applies only to a nationally listed |
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corporation that makes an affirmative election to be governed by |
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this section under an amendment to the corporation's governing |
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documents. |
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(c) A nationally listed corporation shall provide notice to |
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shareholders of the proposed adoption of an amendment under |
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Subsection (b) in any proxy statement provided to shareholders |
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preceding the amendment's adoption. |
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(d) A nationally listed corporation shall include in any |
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proxy statement provided to shareholders specific information |
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about the process by which a shareholder or group of shareholders |
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may submit a proposal on a matter requiring shareholder approval, |
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including information for how shareholders may contact other |
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shareholders for the purpose of satisfying the ownership |
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requirements in this section. |
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(e) Except as provided by Subsection (f) and subject to the |
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corporation's governing documents, to submit a proposal on a matter |
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to the shareholders for approval at a meeting of shareholders, a |
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shareholder or group of shareholders must: |
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(1) hold an amount of voting shares of the |
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corporation, determined as of the date of submission of the |
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proposal, equal to at least: |
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(A) $1 million in market value; or |
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(B) three percent of the corporation's voting |
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shares; |
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(2) hold the shares described by Subdivision (1): |
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(A) for a continuous period of least six months |
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before the date of the meeting; and |
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(B) throughout the entire duration of the |
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meeting; and |
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(3) solicit the holders of shares representing at |
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least 67 percent of the voting power of shares entitled to vote on |
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the proposal. |
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(f) Subsection (e) does not apply to: |
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(1) director nominations; and |
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(2) procedural resolutions that are ancillary to the |
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conduct of the meeting. |
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SECTION 2. This Act takes effect September 1, 2025. |