This bill mandates the Securities and Exchange Commission to amend its rule 240.14a-8, concerning shareholder proposals, within 180 days of enactment. A key provision redefines "material" when qualifying financial risk or return, specifying that it must involve a substantial likelihood of importance to a reasonable investor for evaluating financial aspects. This definition explicitly excludes furthering nonpecuniary, environmental, social, political, or ideological goals , as well as highly uncertain, systemic, or non-investment-specific events. Under the proposed amendments, companies would be required to include a limited number of shareholder proposals on their proxy cards, with the maximum varying by filer status: two for non-accelerated filers, four for accelerated filers, and seven for large accelerated filers. A fundamental condition for inclusion is that a proposal must have a material effect on the financial performance of the company. Companies retain discretion in selecting which eligible proposals to include, and the order of submission does not influence this decision.
Referred to the House Committee on Financial Services.
Finance and Financial Sector
Administrative remediesBusiness recordsCorporate finance and managementFinancial services and investmentsSecurities and Exchange Commission (SEC)
Stop Woke Investing Act
USA119th CongressHR-52| House
| Updated: 1/3/2025
This bill mandates the Securities and Exchange Commission to amend its rule 240.14a-8, concerning shareholder proposals, within 180 days of enactment. A key provision redefines "material" when qualifying financial risk or return, specifying that it must involve a substantial likelihood of importance to a reasonable investor for evaluating financial aspects. This definition explicitly excludes furthering nonpecuniary, environmental, social, political, or ideological goals , as well as highly uncertain, systemic, or non-investment-specific events. Under the proposed amendments, companies would be required to include a limited number of shareholder proposals on their proxy cards, with the maximum varying by filer status: two for non-accelerated filers, four for accelerated filers, and seven for large accelerated filers. A fundamental condition for inclusion is that a proposal must have a material effect on the financial performance of the company. Companies retain discretion in selecting which eligible proposals to include, and the order of submission does not influence this decision.