S.B. No. 1057 introduces new regulations regarding the submission and approval of shareholder proposals for nationally listed corporations in Texas. The bill defines a "nationally listed corporation" and outlines the criteria for such corporations to opt into these regulations through an amendment to their governing documents. Key provisions include requirements for shareholders or groups of shareholders to hold a minimum amount of voting shares—either $1 million in market value or three percent of the corporation's voting shares—for at least six months prior to the meeting, and to solicit a significant percentage (67 percent) of voting power from shareholders.

Additionally, the bill mandates that nationally listed corporations must notify shareholders of any proposed amendments to their governing documents in proxy statements prior to adoption. However, certain exceptions are made for director nominations and procedural resolutions related to the conduct of meetings, which are not subject to the same submission requirements. The act is set to take effect on September 1, 2025.

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