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. 
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 ‘‘Stop Woke Investing 
Act’’. 
SEC. 2. SHAREHOLDER PROPOSALS. 
(a) DEFINITIONS.—In this section: 
(1) ACCELERATED
FILER; LARGE
ACCELER-
ATED
FILER.—The terms ‘‘accelerated filer’’ and 
‘‘large accelerated filer’’ have the meanings given the 
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terms in section 240.12b–2 of title 17, Code of Fed-
eral 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 re-
turn in which there is a substantial likelihood 
that a reasonable investor would attach impor-
tance when— 
(i) evaluating the potential financial 
risks or returns of an existing or prospec-
tive investment; or 
(ii) exercising, or declining to exercise, 
any rights with respect to securities; and 
(B) does not include— 
(i) furthering nonpecuniary, environ-
mental, 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 un-
certainty regarding what may occur in 
the long-term future; and 
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(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 Commis-
sion shall amend section 240.14a–8 of title 17, Code of 
Federal Regulations, or any successor regulation, to pro-
vide that the shareholder proposals that a company in-
cludes on the proxy card of the company, and includes 
along with any supporting statement in the proxy state-
ment 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 meet-
ing of shareholders as follows: 
(A) Subject to paragraph (2), if the com-
pany 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 com-
pany is an accelerated filer, the company shall 
not be required to include more than 4 pro-
posals submitted by shareholders. 
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(C) Subject to paragraph (2), if the com-
pany 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 para-
graph (1) unless the proposal has a material effect 
on the financial performance of the applicable com-
pany. 
(3) The method for determining which pro-
posals 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 con-
sidered 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 in-
cluded. 
(c) RULES OF CONSTRUCTION.—Nothing in this sec-
tion may be construed— 
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(1) to require a company to include a share-
holder proposal in the proxy statement of the com-
pany 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. 
Æ 
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