I 

119TH CONGRESS 

1ST SESSION H. R. 52 

To require the Securities and Exchange Commission to amend a rule of 

the Commission relating to shareholder proposals, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 3, 2025 

Mr. BIGGS of Arizona (for himself, Mr. OGLES, and Mr. CRANE) introduced 

the following bill; which was referred to the Committee on Financial Services 

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 

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


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1 terms in section 240.12b–2 of title 17, Code of Fed2 eral Regulations, or any successor regulation. 

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

4 means the Securities and Exchange Commission. 

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

6 used to qualify a financial risk or financial return— 

7 (A) means a financial risk or financial re8 turn in which there is a substantial likelihood 

9 that a reasonable investor would attach impor10 tance when— 

11 (i) evaluating the potential financial 

12 risks or returns of an existing or prospec13 tive investment; or 

14 (ii) exercising, or declining to exercise, 

15 any rights with respect to securities; and 

16 (B) does not include— 

17 (i) furthering nonpecuniary, environ18 mental, social, political, ideological, or 

19 other goals or objectives; or 

20 (ii) any portion of a financial risk or 

21 financial return that primarily relates to 

22 events that— 

23 (I) involve a high degree of un24 certainty regarding what may occur in 

25 the long-term future; and 


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1 (II) are systemic, general, or not 

2 investment-specific in nature. 

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

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

5 an accelerated filer or a large accelerated filer. 

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

7 days after the date of enactment of this Act, the Commis8 sion shall amend section 240.14a–8 of title 17, Code of 

9 Federal Regulations, or any successor regulation, to pro10 vide that the shareholder proposals that a company in11 cludes on the proxy card of the company, and includes 

12 along with any supporting statement in the proxy state13 ment of the company, shall be determined in accordance 

14 with the following: 

15 (1) A company shall determine the proposals to 

16 include with respect to any 1 annual or special meet17 ing of shareholders as follows: 

18 (A) Subject to paragraph (2), if the com19 pany is a non-accelerated filer, the company 

20 shall not be required to include more than 2 

21 proposals submitted by shareholders. 

22 (B) Subject to paragraph (2), if the com23 pany is an accelerated filer, the company shall 

24 not be required to include more than 4 pro25 posals submitted by shareholders. 


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1 (C) Subject to paragraph (2), if the com2 pany is a large accelerated filer, the company 

3 shall not be required to include more than 7 

4 proposals submitted by shareholders. 

5 (2) A proposal may not be included under para6 graph (1) unless the proposal has a material effect 

7 on the financial performance of the applicable com8 pany. 

9 (3) The method for determining which pro10 posals to include under subparagraphs (A), (B), and 

11 (C) of paragraph (1) shall be— 

12 (A) determined by the company; and 

13 (B) disclosed to the Commission. 

14 (4) The order in which the company receives 

15 the proposals shall have no bearing in determining 

16 whether a proposal is so included. 

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

18 substantially similar, all such proposals shall be con19 sidered to be a single proposal for the purposes of 

20 this subsection. 

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

22 board of directors of the company may be so in23 cluded. 

24 (c) RULES OF CONSTRUCTION.—Nothing in this sec25 tion may be construed— 


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1 (1) to require a company to include a share2 holder proposal in the proxy statement of the com3 pany if, under rules prescribed by the Commission, 

4 the proposal otherwise is not required to be included 

5 in the proxy statement; 

6 (2) to authorize or approve any Commission 

7 rule or claim of authority to require a company to 

8 include the proposal of a shareholder in the proxy 

9 statement of the company; or 

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

11 repeal any rule requiring a company to include the 

12 proposal of a shareholder in the proxy statement of 

13 the company. 

Æ 


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