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.
About This Bill
Introduced
Latest Action · July 25, 2023
Sponsor introductory remarks on measure. (CR H3903-3904)
No Expensive, Stifling Governance Act of 2023 or the No ESG Act of 2023
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.
The bill also prohibits the Securities and Exchange Commission from implementing a proposed rule published on July 27, 2022, titled Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals under Exchange Act Rule 14a—8, which addresses the exclusion of shareholder proposals.
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