[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4644 Introduced in House (IH)]

<DOC>






118th CONGRESS
  1st Session
                                H. R. 4644

   To authorize the exclusion of shareholder proposals from proxy or 
     consent solicitation material if such proposals substantially 
  implement, substantially duplicate, or are substantially similar to 
                     previously included proposals.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 14, 2023

 Mrs. Houchin introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
   To authorize the exclusion of shareholder proposals from proxy or 
     consent solicitation material if such proposals substantially 
  implement, substantially duplicate, or are substantially similar to 
                     previously included proposals.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``No Expensive, Stifling Governance 
Act of 2023'' or the ``No ESG Act of 2023''.

SEC. 2. EXCLUSION OF CERTAIN SHAREHOLDER PROPOSALS.

    (a) Exclusion of Certain Shareholder Proposals.--A shareholder 
proposal submitted to an issuer pursuant to section 240.14a-8 of title 
17, Code of Federal Regulations, may be excluded by an issuer from its 
proxy or consent solicitation material for a meeting of the 
shareholders of such issuer if the shareholder proposal--
            (1) has been substantially implemented by the issuer by 
        implementing policies, practices, or procedures that compare 
        favorably with the guidelines of the proposal and address the 
        proposal's underlying concerns;
            (2) substantially duplicates by having the same principal 
        thrust or principal focus as another proposal previously 
        submitted to the issuer by another proponent that will be 
        included in such material; or
            (3) addresses substantially the same subject matter as a 
        previous proposal that shares the same substantive concerns as 
        a proposal previously included in the proxy or consent 
        solicitation material for a meeting of the shareholders of an 
        issuer--
                    (A) for a meeting of the shareholders conducted in 
                the preceding 5 calendar years; and
                    (B) if the most recent vote--
                            (i) occurred in the preceding 3 calendar 
                        years; and
                            (ii)(I) if voted on once during such 5-year 
                        period, received less than 10 percent of the 
                        votes cast;
                            (II) if voted on twice during such 5-year 
                        period, received less than 20 percent of the 
                        votes cast; or
                            (III) if voted on three or more times 
                        during such 5-year period, received less 40 
                        percent of the votes cast.
    (b) Nullification of Proposed Rule.--The Securities and Exchange 
Commission may not finalize or apply the positions contained in the 
proposed rule entitled ``Substantial Implementation, Duplication, and 
Resubmission of Shareholder Proposals under Exchange Act Rule 14a-8'' 
(87 Fed. Reg. 45052), issue any substantially similar rule, or apply 
any substantially similar rule, including with respect to a no-action 
or other interpretive request.
                                 <all>