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 requirements for these corporations to opt into the new governance framework. Specifically, it mandates that such corporations provide notice to shareholders about proposed amendments to their governing documents and include detailed information in proxy statements about how shareholders can submit proposals. The bill establishes criteria for shareholders or groups of shareholders to submit proposals, including holding a minimum amount of voting shares and soliciting a significant percentage of voting power.

Additionally, the bill specifies that the requirements for submitting proposals do not apply to director nominations or procedural resolutions related to the conduct of meetings. The new provisions will take effect on September 1, 2025, following its passage in both the Senate and House. This legislation aims to enhance transparency and shareholder engagement in the decision-making processes of nationally listed corporations in Texas.

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