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119-hr-52119th CongressWALLET

Stop Woke Investing Act

Sponsored By: Representative Biggs, Andy [R-AZ-5]

Introduced

Summary

Limits which shareholder proposals must appear in a company's proxy materials. This bill would require proposals to have a material effect on financial performance, set caps on how many proposals must be included based on company size, and bar director-submitted proposals.

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  • Public companies would only have to include proposals that materially affect financial performance. Caps on required proposals would scale by company size from 2 to 7 proposals, and firms would have to disclose to the Securities and Exchange Commission how they choose which proposals to include.
  • Shareholder proponents would need to show financial materiality for a proposal to be included. The bill excludes nonpecuniary goals like environmental, social, political, or ideological aims from the definition of material.
  • Members of a company's board of directors could not submit proposals that qualify as shareholder proposals for inclusion in proxy materials.

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Bill Overview

Analyzed Economic Effects

1 provisions identified: 0 benefits, 1 costs, 0 mixed.

New limits on shareholder proxy proposals

This bill would cap how many shareholder proposals a company must include per meeting: 2 for non-accelerated filers, 4 for accelerated filers, and 7 for large accelerated filers. A proposal would be included only if it has a material effect on the company’s financial performance; “material” would mean important financial risk or return and would exclude non-financial goals and highly uncertain or systemic, non–company-specific risks. Each company would pick one method, used across filer sizes, to choose proposals under the caps and disclose that method to the SEC. The method could not use the order proposals arrive, must count substantially similar proposals as one, and could not include proposals from board members. The SEC would have to change its proxy rule within 180 days to match these rules, and this bill would not give the SEC new power to force proposal inclusion or require companies to include proposals beyond existing SEC rules.

Sponsors & CoSponsors

Sponsor

Biggs, Andy [R-AZ-5]

AZ • R

Cosponsors

  • Rep. Ogles, Andrew [R-TN-5]

    TN • R

    Sponsored 1/3/2025

  • Rep. Crane, Elijah [R-AZ-2]

    AZ • R

    Sponsored 1/3/2025

Roll Call Votes

No roll call votes available for this bill.

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