PlainBillCongress, translated.Legislation. Context. Public interest.Referred to the House Committee on Financial Services.
Congressional Research Service
Version 00 · Introduced in House · Jan 3, 2025
Stop Woke Investing Act
This bill requires the Securities and Exchange Commission (SEC) to amend regulations to limit the inclusion of shareholder proposals in proxy statements. A proxy statement is provided to shareholders prior to a public company holding a shareholder meeting and contains information relevant to a shareholder vote. Under current SEC rules, certain qualifying shareholder proposals must be included on a company's proxy statement, including proposals that raise significant social policy issues.
Under the bill, a shareholder proposal must have a material effect on the financial performance of the company to be included in a proxy statement. The bill also establishes a cap on the number of shareholder proposals required to be included in a shareholder meeting, depending on the size and type of the company. In addition, a proposal submitted by a member of the board of directors is prohibited from inclusion as a shareholder proposal.
People & committees
Rep. Biggs, Andy [R-AZ-5] · R–AZ
Legislative record
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Referred to the House Committee on Financial Services.
Introduced in House
Introduced in House
Primary sources
Text links open the official source. We also preserved the text version used in the PlainBill explanation below.
No related bills are listed in this snapshot. This does not establish whether the proposal has appeared in earlier Congresses.
Source last updated: Jun 3, 2025. Consult Congress.gov for the current record.
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PlainBill explanation
Based on the full Introduced in House · 2025-01-03 text. This explanation has not received human editorial review. This overview describes the proposal’s major provisions; it does not establish what its real-world effects would be.
The proposed Stop Woke Investing Act would change how companies include shareholder proposals in materials used for shareholder voting. It would cap the number companies could be required to include, with different limits by filing category, and require proposals to materially affect company financial performance. Companies would choose their selection method and disclose it to the Securities and Exchange Commission (SEC). These changes would affect companies and shareholders seeking to put proposals before other shareholders.
This Act may be cited as the Stop Woke Investing Act.
(A) Subject to paragraph (2), if the company 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 company is an accelerated filer, the company shall not be required to include more than 4 proposals submitted by shareholders. (C) Subject to paragraph (2), if the company 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 paragraph (1) unless the proposal has a material effect on the financial performance of the applicable company. (3) The method for determining which proposals to include under subparagraphs (A), (B), and (C) of paragraph (1) shall be— (A) determined by the company; and (B) disclosed to the Commission.
(2) Commission The term Commission means the Securities and Exchange Commission.
Within 180 days after enactment, the SEC would have to amend its shareholder-proposal rule. The changes would govern proposals appearing on the company's proxy card—the voting form—and in its proxy statement—the accompanying voting materials—along with any supporting statement.
(b) Amendments required Not later than 180 days after the date of enactment of this Act, the Commission shall amend section 240.14a–8 of title 17, Code of Federal Regulations, or any successor regulation, to provide that the shareholder proposals that a company includes on the proxy card of the company, and includes along with any supporting statement in the proxy statement of the company, shall be determined in accordance with the following:
For each annual or special shareholder meeting, companies could not be required to include more than two shareholder proposals if they are non-accelerated filers, four if they are accelerated filers, or seven if they are large accelerated filers. These are ceilings on required inclusion, not requirements to include that many proposals.
(1) A company shall determine the proposals to include with respect to any 1 annual or special meeting of shareholders as follows: (A) Subject to paragraph (2), if the company 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 company is an accelerated filer, the company shall not be required to include more than 4 proposals submitted by shareholders. (C) Subject to paragraph (2), if the company is a large accelerated filer, the company shall not be required to include more than 7 proposals submitted by shareholders.
The filing categories used to set those limits would come from an existing federal regulation. A non-accelerated filer would mean a securities issuer that falls into neither the accelerated nor large accelerated category.
(1) Accelerated filer; large accelerated filer The terms accelerated filer and large accelerated filer have the meanings given the terms in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor regulation.
(4) Non-accelerated filer The term non-accelerated filer means an issuer that is not an accelerated filer or a large accelerated filer.
A proposal could be included under the new selection rules only if it materially affects the company's financial performance. For financial risks and returns, the bill defines materiality by whether a reasonable investor would be substantially likely to consider the matter important when evaluating an investment's financial risks or returns or deciding whether to exercise securities-related rights.
(2) A proposal may not be included under paragraph (1) unless the proposal has a material effect on the financial performance of the applicable company.
(3) Material The term material, when used to qualify a financial risk or financial return— (A) means a financial risk or financial return in which there is a substantial likelihood that a reasonable investor would attach importance when— (i) evaluating the potential financial risks or returns of an existing or prospective investment; or (ii) exercising, or declining to exercise, any rights with respect to securities;
The materiality definition would exclude furthering nonfinancial, environmental, social, political, ideological, or other goals. It would also exclude portions of financial risks or returns primarily tied to events that both involve highly uncertain long-term developments and are system-wide, general, or not specific to the investment.
(B) does not include— (i) furthering nonpecuniary, environmental, 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 uncertainty regarding what may occur in the long-term future; and (II) are systemic, general, or not investment-specific in nature.
Each company would determine its method for selecting proposals and disclose that method to the SEC. The order in which proposals arrive could not influence whether they are included.
(3) The method for determining which proposals 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.
Two or more substantially similar proposals would count as a single proposal under these rules. Proposals submitted by a member of the company's board of directors could not be included through this process.
(5) If any 2 or more proposals submitted are substantially similar, all such proposals shall be considered 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 included.
The bill would not independently require a company to include a proposal that SEC rules otherwise do not require it to include.
(c) Rules of construction Nothing in this section may be construed— (1) to require a company to include a shareholder proposal in the proxy statement of the company if, under rules prescribed by the Commission, the proposal otherwise is not required to be included in the proxy statement;
The bill would not authorize or endorse SEC rules or claims of authority requiring companies to include shareholder proposals. It would also preserve the SEC's ability to repeal rules requiring their inclusion.
(c) Rules of construction Nothing in this section may be construed—
(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.
The supplied official-actions snapshot, updated June 3, 2025, records introduction in the House and referral to the House Committee on Financial Services on January 3, 2025.
Source snapshot updated 2025-06-03T18:31:39Z. 2025-01-03: Referred to the House Committee on Financial Services. 2025-01-03: Introduced in House
A closer look
Reviewed version: Introduced in House · 2025-01-03. These findings describe provisions and who may benefit; they are not judgments of waste, corruption, or motive.
This review covers the supplied bill text. “None identified” does not rule out provisions in later versions or accompanying reports and disclosures.
Provisions outside the bill’s main subject, or policy changes attached to appropriations.
None identified in the reviewed text
No unrelated provision or policy provision attached to appropriations was identified in the complete supplied introduced text. This conclusion does not extend to other versions or accompanying materials.
Spending directed to particular recipients or places outside ordinary competitive or formula-based allocation.
None identified in the reviewed text
No congressionally directed spending for particular recipients or places was identified in the complete supplied introduced text. This conclusion does not establish the absence of earmarks in other versions or accompanying materials.
Narrow exceptions, exemptions, or preferential treatment that warrant a closer look.
None identified in the reviewed text
No materially narrow carve-out, special exemption, or preferential benefit warranting a finding was identified in the complete supplied introduced text. This conclusion is limited to that version.
Full text preserved for this analysis. Legislative record snapshot: Jun 3, 2025. How PlainBill uses AI