IB 
Union Calendar No. 265 
118TH CONGRESS 
1ST SESSION H. R. 4655 
[Report No. 118–326] 
To amend the Securities Exchange Act of 1934 to prohibit the Securities 
and Exchange Commission from compelling the inclusion or discussion 
of shareholder proposals or proxy or consent solicitation materials, and 
for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 14, 2023 
Mr. NORMAN introduced the following bill; which was referred to the 
Committee on Financial Services 
DECEMBER 19, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on July 14, 2023] 
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H4655
A BILL 
To amend the Securities Exchange Act of 1934 to prohibit 
the Securities and Exchange Commission from compel-
ling the inclusion or discussion of shareholder proposals 
or proxy or consent solicitation materials, and for other 
purposes. 
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H4655
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 ‘‘Businesses Over Activ-
ists Act’’. 
SEC. 2. LIMITATION WITH RESPECT TO COMPELLING THE 
INCLUSION 
OR 
DISCUSSION 
OF 
SHARE-
HOLDER PROPOSALS. 
Section 14(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78n(a)) is amended by adding at the end the 
following: 
‘‘(3) LIMITATION WITH RESPECT TO COMPELLING 
INCLUSION OR DISCUSSION OF SHAREHOLDER PRO-
POSALS.—Except as provided in paragraph (2), the 
Commission may not compel an issuer to include in 
a proxy statement of the issuer— 
‘‘(A) any shareholder proposal; or 
‘‘(B) any discussion (either from the issuer 
or otherwise) related to a shareholder proposal 
contained in the proxy statement. 
‘‘(4) RULE
OF
CONSTRUCTION
RELATING
TO 
STATE AUTHORITY.—Nothing in this Act or any other 
securities law shall be construed to provide the Com-
mission the authority to preempt the State regulation 
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of shareholder proposals or proxy or consent solicita-
tion materials.’’. 
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Union Calendar No. 265 
118TH CONGRESS 
1ST SESSION 
H. R. 4655 
[Report No. 118–326] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
prohibit the Securities and Exchange Commis-
sion from compelling the inclusion or discussion 
of shareholder proposals or proxy or consent so-
licitation materials, and for other purposes. 
DECEMBER 19, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
23:26 Dec 19, 2023
Jkt 049200
PO 00000
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E:\BILLS\H4655.RH
H4655