The bill amends the Business Organizations Code by adding Section 21.373, which establishes new regulations for shareholder proposals in nationally listed corporations. It defines a "nationally listed corporation" and outlines the criteria for shareholders to submit proposals for approval at shareholder meetings. Specifically, shareholders or groups must hold either $1 million in market value of voting shares or three percent of the corporation's voting shares, maintain ownership for at least six months prior to the meeting, and solicit support from holders of at least 67 percent of the voting power. Additionally, the bill requires that corporations provide notice of any amendments to their governing documents that allow for these shareholder proposals in proxy statements.

The bill also specifies that the new rules apply only to corporations that elect to be governed by this section through an amendment to their governing documents. Notably, the requirements for submitting proposals do not apply to director nominations or procedural resolutions related to the conduct of the meeting. The act is set to take effect on September 1, 2025.

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