SB 1057

relating to shareholder proposals submitted to certain domestic
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1.  Subchapter H, Chapter 21, Business Organizations
Code, is amended by adding Section 21.373 to read as follows:
Sec. 21.373.  SHAREHOLDER PROPOSALS.  (a)  This section
applies only to a corporation that:
(1)  is formed under the laws of this state;
(2)  has a class of equity securities registered under
Section 12(b) of the Securities Exchange Act of 1934;
(3)  is admitted to listing on a national securities
(A)  has its principal office in this state; or
(B)  is admitted to listing on a stock exchange
(i)  has its principal office in this state;
(ii)  has received approval by the state
pursuant to Subchapter C, Chapter 4005, Government Code; and
(5)  opts into this section by amending its governing
documents and providing notice to shareholders in its proxy
(b)  Except as otherwise provided by a corporation's
governing documents, to submit a matter to the shareholders for
approval at a shareholder meeting, a shareholder, or group of
(1)  hold no less than the lesser of:
(A)  $1,000,000 in market value of the
corporation's securities entitled to vote on the proposal, measured
at the date of submission of the proposal; or
(B)  three percent of the corporation's
securities entitled to vote on the proposal;
(2)  continuously maintain ownership in the shares
required by Subdivision (1) for at least six months leading up to
and through the shareholder meeting; and
(3)  solicit the holders of shares representing at
least 67% of the voting power of shares entitled to vote on the
(c)  Subsection (b) does not apply to:
(2)  procedural resolutions that are ancillary to the
(d)  If this section applies to a corporation, it shall not
be legally permissible for the shareholders of the corporation to
vote on any matter submitted to a meeting of shareholders by a
(1)  that proposal has been submitted in compliance
(2)  that proposal is exempt under subsection (c).
SECTION 2.  This Act takes effect September 1, 2025.