[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 3179 Introduced in Senate (IS)]

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118th CONGRESS
  1st Session
                                S. 3179

 To require the Securities and Exchange Commission to amend a rule of 
    the Commission relating to shareholder proposals, and for other 
                               purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            November 1, 2023

   Mr. Schmitt (for himself, Mr. Braun, and Mr. Budd) introduced the 
 following bill; which was read twice and referred to the Committee on 
                  Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
 To require the Securities and Exchange Commission to amend a rule of 
    the Commission relating to shareholder proposals, and for other 
                               purposes.

    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 ``Stop Woke Investing Act''.

SEC. 2. SHAREHOLDER PROPOSALS.

    (a) Definitions.--In this section:
            (1) Accelerated filer; large accelerated filer.--The terms 
        ``accelerated filer'' and ``large accelerated filer'' have the 
        meanings given the terms in section 240.12b-2 of title 17, Code 
        of Federal Regulations, or any successor regulation.
            (2) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission.
            (3) Material.--The term ``material'', when used to qualify 
        a financial risk or financial return--
                    (A) means a financial risk or financial return in 
                which there is a substantial likelihood that a 
                reasonable investor would attach importance when--
                            (i) evaluating the potential financial 
                        risks or returns of an existing or prospective 
                        investment; or
                            (ii) exercising, or declining to exercise, 
                        any rights with respect to securities; and
                    (B) does not include--
                            (i) furthering nonpecuniary, environmental, 
                        social, political, ideological, or other goals 
                        or objectives; or
                            (ii) any portion of a financial risk or 
                        financial return that primarily relates to 
                        events that--
                                    (I) involve a high degree of 
                                uncertainty regarding what may occur in 
                                the long-term future; and
                                    (II) are systemic, general, or not 
                                investment-specific in nature.
            (4) Non-accelerated filer.--The term ``non-accelerated 
        filer'' means an issuer that is not an accelerated filer or a 
        large accelerated filer.
    (b) Amendments Required.--Not later than 180 days after the date of 
enactment of this Act, the Commission shall amend section 240.14a-8 of 
title 17, Code of Federal Regulations, or any successor regulation, to 
provide that the shareholder proposals that a company includes on the 
proxy card of the company, and includes along with any supporting 
statement in the proxy statement of the company, shall be determined in 
accordance with the following:
            (1) A company shall determine the proposals to include with 
        respect to any 1 annual or special meeting of shareholders as 
        follows:
                    (A) Subject to paragraph (2), if the company is a 
                non-accelerated filer, the company shall not be 
                required to include more than 2 proposals submitted by 
                shareholders.
                    (B) Subject to paragraph (2), if the company is an 
                accelerated filer, the company shall not be required to 
                include more than 4 proposals submitted by 
                shareholders.
                    (C) Subject to paragraph (2), if the company is a 
                large accelerated filer, the company shall not be 
                required to include more than 7 proposals submitted by 
                shareholders.
            (2) A proposal may not be included under paragraph (1) 
        unless the proposal has a material effect on the financial 
        performance of the applicable company.
            (3) The method for determining which proposals to include 
        under subparagraphs (A), (B), and (C) of paragraph (1) shall 
        be--
                    (A) determined by the company; and
                    (B) disclosed to the Commission.
            (4) The order in which the company receives the proposals 
        shall have no bearing in determining whether a proposal is so 
        included.
            (5) If any 2 or more proposals submitted are substantially 
        similar, all such proposals shall be considered to be a single 
        proposal for the purposes of this subsection.
            (6) No proposal submitted by a member of the board of 
        directors of the company may be so included.
    (c) Rules of Construction.--Nothing in this section may be 
construed--
            (1) to require a company to include a shareholder proposal 
        in the proxy statement of the company if, under rules 
        prescribed by the Commission, the proposal otherwise is not 
        required to be included in the proxy statement;
            (2) to authorize or approve any Commission rule or claim of 
        authority to require a company to include the proposal of a 
        shareholder in the proxy statement of the company; or
            (3) to restrict the ability of the Commission to repeal any 
        rule requiring a company to include the proposal of a 
        shareholder in the proxy statement of the company.
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