No Expensive, Stifling Governance Act of 2023

Bill: 118-hr-4644
Sponsor: full_name: Rep. Houchin, Erin [R-IN-9]
Introduced: 2023-07-14
Policy area: Finance and Financial Sector
Latest action: action_date: 2023-07-25
text: Sponsor introductory remarks on measure. (CR H3903-3904)

Summaries:
action_date: 2023-07-14
action_desc: Introduced in House
text: <html><body><p><b>No Expensive, Stifling Governance Act of 2023 or the No ESG Act of 2023 </b></p> <p>This bill allows an issuer of securities to exclude a shareholder proposal from its proxy materials if that proposal (1) has been substantially implemented by the issuer through policies, practices, or procedures; (2) duplicates another proposal contained in the proxy materials; or (3) addresses the same subject matter as a previously offered proposal. The bill provides time frames and voting percentages for the previously offered proposal that, if applicable, allow an issuer to exclude the new shareholder proposal. </p> <p>The bill also prohibits the Securities and Exchange Commission from implementing a proposed rule published on July 27, 2022, titled <i>Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals under Exchange Act Rule 14a—8</i>, which addresses the exclusion of shareholder proposals. </p></body></html>

tv_txt: I 118th CONGRESS 1st Session H. R. 4644 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.

1. Short title This Act may be cited as the No Expensive, Stifling Governance Act of 2023 or the No ESG Act of 2023 . 2. Exclusion of certain shareholder proposals (a) Exclusion of certain shareholder proposals 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 shareholders of such issuer if the shareholder proposal— (1) has been substantially implemented by the issuer by implementing policies, practices, or procedures 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 proposal 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 included in the proxy or consent solicitation material for a meeting of the shareholders of an issuer— (A) for a meeting of the shareholders conducted in the preceding 5 calendar years; and (B) if the most recent vote— (i) occurred in the preceding 3 calendar 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 Securities and Exchange Commission may not finalize or apply the positions contained in the proposed rule entitled Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals under Exchange Act Rule 14a–8 (87 Fed. Reg. 45052), issue any substantially similar rule, or apply any substantially similar rule, including with respect to a no-action or other interpretive request.