I 
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, substan-
tially duplicate, or are substantially similar to previously included pro-
posals. 
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 Representa-
tives 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’’. 
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SEC. 2. EXCLUSION OF CERTAIN SHAREHOLDER PRO-
POSALS. 
(a) EXCLUSION OF CERTAIN SHAREHOLDER PRO-
POSALS.—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 share-
holders of such issuer if the shareholder proposal— 
(1) has been substantially implemented by the 
issuer by implementing policies, practices, or proce-
dures 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 pro-
posal 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 in-
cluded in the proxy or consent solicitation material 
for a meeting of the shareholders of an issuer— 
(A) for a meeting of the shareholders con-
ducted in the preceding 5 calendar years; and 
(B) if the most recent vote— 
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(i) occurred in the preceding 3 cal-
endar 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 Se-
curities and Exchange Commission may not finalize or 
apply the positions contained in the proposed rule entitled 
‘‘Substantial Implementation, Duplication, and Resubmis-
sion of Shareholder Proposals under Exchange Act Rule 
14a–8’’ (87 Fed. Reg. 45052), issue any substantially 
similar rule, or apply any substantially similar rule, in-
cluding with respect to a no-action or other interpretive 
request. 
Æ 
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