S.B. No. 1057 introduces new regulations regarding the submission and approval of shareholder proposals for nationally listed corporations in Texas. The bill adds Section 21.373 to the Business Organizations Code, defining a "nationally listed corporation" and outlining the requirements for shareholders to submit proposals. To be eligible, shareholders or groups must hold a minimum of $1 million in market value or three percent of the corporation's voting shares, maintain ownership for at least six months prior to the meeting, and solicit support from shareholders representing at least 67 percent of the voting power. The bill also mandates that corporations provide notice of any amendments to their governing documents and include specific information in proxy statements about the proposal submission process.

Additionally, the bill specifies that the new rules apply only to corporations that elect to be governed by this section through an amendment to their governing documents. It exempts director nominations and procedural resolutions from the submission requirements. The act is set to take effect on September 1, 2025.

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