II 

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. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Stop Woke Investing 

5 Act’’. 

6 SEC. 2. SHAREHOLDER PROPOSALS. 

7 (a) DEFINITIONS.—In this section: 

8 (1) ACCELERATED FILER; LARGE ACCELER9 ATED FILER.—The terms ‘‘accelerated filer’’ and 

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1 ‘‘large accelerated filer’’ have the meanings given the 

2 terms in section 240.12b–2 of title 17, Code of Fed3 eral Regulations, or any successor regulation. 

4 (2) COMMISSION.—The term ‘‘Commission’’ 

5 means the Securities and Exchange Commission. 

6 (3) MATERIAL.—The term ‘‘material’’, when 

7 used to qualify a financial risk or financial return— 

8 (A) means a financial risk or financial re9 turn in which there is a substantial likelihood 

10 that a reasonable investor would attach impor11 tance when— 

12 (i) evaluating the potential financial 

13 risks or returns of an existing or prospec14 tive investment; or 

15 (ii) exercising, or declining to exercise, 

16 any rights with respect to securities; and 

17 (B) does not include— 

18 (i) furthering nonpecuniary, environ19 mental, social, political, ideological, or 

20 other goals or objectives; or 

21 (ii) any portion of a financial risk or 

22 financial return that primarily relates to 

23 events that— 

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1 (I) involve a high degree of un2 certainty regarding what may occur in 

3 the long-term future; and 

4 (II) are systemic, general, or not 

5 investment-specific in nature. 

6 (4) NON-ACCELERATED FILER.—The term 

7 ‘‘non-accelerated filer’’ means an issuer that is not 

8 an accelerated filer or a large accelerated filer. 

9 (b) AMENDMENTS REQUIRED.—Not later than 180 

10 days after the date of enactment of this Act, the Commis11 sion shall amend section 240.14a–8 of title 17, Code of 

12 Federal Regulations, or any successor regulation, to pro13 vide that the shareholder proposals that a company in14 cludes on the proxy card of the company, and includes 

15 along with any supporting statement in the proxy state16 ment of the company, shall be determined in accordance 

17 with the following: 

18 (1) A company shall determine the proposals to 

19 include with respect to any 1 annual or special meet20 ing of shareholders as follows: 

21 (A) Subject to paragraph (2), if the com22 pany is a non-accelerated filer, the company 

23 shall not be required to include more than 2 

24 proposals submitted by shareholders. 

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1 (B) Subject to paragraph (2), if the com2 pany is an accelerated filer, the company shall 

3 not be required to include more than 4 pro4 posals submitted by shareholders. 

5 (C) Subject to paragraph (2), if the com6 pany is a large accelerated filer, the company 

7 shall not be required to include more than 7 

8 proposals submitted by shareholders. 

9 (2) A proposal may not be included under para10 graph (1) unless the proposal has a material effect 

11 on the financial performance of the applicable com12 pany. 

13 (3) The method for determining which pro14 posals to include under subparagraphs (A), (B), and 

15 (C) of paragraph (1) shall be— 

16 (A) determined by the company; and 

17 (B) disclosed to the Commission. 

18 (4) The order in which the company receives 

19 the proposals shall have no bearing in determining 

20 whether a proposal is so included. 

21 (5) If any 2 or more proposals submitted are 

22 substantially similar, all such proposals shall be con23 sidered to be a single proposal for the purposes of 

24 this subsection. 

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1 (6) No proposal submitted by a member of the 

2 board of directors of the company may be so in3 cluded. 

4 (c) RULES OF CONSTRUCTION.—Nothing in this sec5 tion may be construed— 

6 (1) to require a company to include a share7 holder proposal in the proxy statement of the com8 pany if, under rules prescribed by the Commission, 

9 the proposal otherwise is not required to be included 

10 in the proxy statement; 

11 (2) to authorize or approve any Commission 

12 rule or claim of authority to require a company to 

13 include the proposal of a shareholder in the proxy 

14 statement of the company; or 

15 (3) to restrict the ability of the Commission to 

16 repeal any rule requiring a company to include the 

17 proposal of a shareholder in the proxy statement of 

18 the company. 

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