SB1057 • 2025

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor: Parker
Last action: 2025-05-19
Official status: 05/19/2025 E Effective on 9/1/25
Effective date: 2025-05-19

Plain English Breakdown

Using official source text because the generated explanation was unavailable or could not be confirmed against the official bill text.

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

What This Bill Does

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Limits and Unknowns

This entry is temporarily using official source text because the generated explanation could not be confirmed against the official bill text during the last sync.

Bill History

2025-05-19 Texas Legislature Online
Signed by the Governor
2025-05-19 Texas Legislature Online
Effective on 9/1/25
2025-05-07 Texas Legislature Online
Signed in the Senate
2025-05-07 Texas Legislature Online
Signed in the House
2025-05-07 Texas Legislature Online
Sent to the Governor
2025-05-06 Texas Legislature Online
Read 3rd time
2025-05-06 Texas Legislature Online
Passed
2025-05-06 Texas Legislature Online
Record vote. RV#1480
2025-05-06 Texas Legislature Online
Statement(s) of vote recorded in Journal
2025-05-06 Texas Legislature Online
House passage reported
2025-05-06 Texas Legislature Online
Reported enrolled
2025-05-05 Texas Legislature Online
Laid out in lieu of companion. CSHB 4115
2025-05-05 Texas Legislature Online
Read 2nd time
2025-05-05 Texas Legislature Online
Passed to 3rd reading
2025-05-02 Texas Legislature Online
Committee report sent to Calendars
2025-05-01 Texas Legislature Online
Comte report filed with Committee Coordinator
2025-05-01 Texas Legislature Online
Committee report distributed
2025-04-30 Texas Legislature Online
Considered in public hearing
2025-04-30 Texas Legislature Online
Reported favorably w/o amendment(s)
2025-04-17 Texas Legislature Online
Read first time
2025-04-17 Texas Legislature Online
Referred to Trade, Workforce & Economic Development
2025-04-14 Texas Legislature Online
Received from the Senate
2025-04-10 Texas Legislature Online
Rules suspended-Regular order of business
2025-04-10 Texas Legislature Online
Record vote
2025-04-10 Texas Legislature Online
Read 2nd time
2025-04-10 Texas Legislature Online
Amendment(s) offered. FA1 Johnson
2025-04-10 Texas Legislature Online
Amended
2025-04-10 Texas Legislature Online
Vote recorded in Journal
2025-04-10 Texas Legislature Online
Passed to engrossment as amended
2025-04-10 Texas Legislature Online
Record vote
2025-04-10 Texas Legislature Online
Three day rule suspended
2025-04-10 Texas Legislature Online
Record vote
2025-04-10 Texas Legislature Online
Read 3rd time
2025-04-10 Texas Legislature Online
Passed
2025-04-10 Texas Legislature Online
Record vote
2025-04-10 Texas Legislature Online
Reported engrossed
2025-04-08 Texas Legislature Online
Placed on intent calendar
2025-04-01 Texas Legislature Online
Co-author authorized
2025-03-31 Texas Legislature Online
Reported favorably as substituted
2025-03-31 Texas Legislature Online
Recommended for local & uncontested calendar
2025-03-31 Texas Legislature Online
Committee report printed and distributed
2025-03-27 Texas Legislature Online
Considered in public hearing
2025-03-27 Texas Legislature Online
Vote taken in committee
2025-03-18 Texas Legislature Online
Scheduled for public hearing on . . .
2025-03-18 Texas Legislature Online
Considered in public hearing
2025-03-18 Texas Legislature Online
Testimony taken in committee
2025-03-18 Texas Legislature Online
Left pending in committee
2025-02-24 Texas Legislature Online
Read first time
2025-02-24 Texas Legislature Online
Referred to Business & Commerce
2025-02-03 Texas Legislature Online
Received by the Secretary of the Senate
2025-02-03 Texas Legislature Online
Filed

Official Summary Text

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Current Bill Text

Read the full stored bill text

89(R) SB 1057 - Enrolled version - Bill Text

S.B. No. 1057

AN ACT

relating to the submission and approval of certain proposals by

shareholders of nationally listed corporations.

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.

NATIONALLY LISTED CORPORATIONS:

SHAREHOLDER

PROPOSALS.

(a)

In this section:

(1)

"Nationally listed corporation" means a

corporation that:

(A)

has a class of equity securities registered

under Section 12(b) of the Securities Exchange Act of 1934 (15

U.S.C. Section 78l(b));

(B)

is admitted to listing on a national

securities exchange; and

(C) either:

(i)

has its principal office in this state;

or

(ii)

is admitted to listing on a stock

exchange that:

(a)

has its principal office in this

state; and

(b)

has received approval by the

securities commissioner under Subchapter C, Chapter 4005,

Government Code.

(2)

"Voting shares" means shares that entitle the

holders of the shares to vote on a proposal.

(b)

This section applies only to a nationally listed

corporation that makes an affirmative election to be governed by

this section under an amendment to the corporation's governing

documents.

(c)

A nationally listed corporation shall provide notice to

shareholders of the proposed adoption of an amendment under

Subsection (b) in any proxy statement provided to shareholders

preceding the amendment's adoption.

(d)

A nationally listed corporation shall include in any

proxy statement provided to shareholders specific information

about the process by which a shareholder or group of shareholders

may submit a proposal on a matter requiring shareholder approval,

including information for how shareholders may contact other

shareholders for the purpose of satisfying the ownership

requirements in this section.

(e)

Except as provided by Subsection (f) and subject to the

corporation's governing documents, to submit a proposal on a matter

to the shareholders for approval at a meeting of shareholders, a

shareholder or group of shareholders must:

(1)

hold an amount of voting shares of the

corporation, determined as of the date of submission of the

proposal, equal to at least:

(A) $1 million in market value; or

(B)

three percent of the corporation's voting

shares;

(2) hold the shares described by Subdivision (1):

(A)

for a continuous period of least six months

before the date of the meeting; and

(B)

throughout the entire duration of the

meeting; and

(3)

solicit the holders of shares representing at

least 67 percent of the voting power of shares entitled to vote on

the proposal.

(f) Subsection (e) does not apply to:

(1) director nominations; and

(2)

procedural resolutions that are ancillary to the

conduct of the meeting.

SECTION 2. This Act takes effect September 1, 2025.

______________________________

______________________________

President of the Senate

Speaker of the House

I hereby certify that S.B. No. 1057 passed the Senate on

April 10, 2025, by the following vote: Yeas 27, Nays 3.

______________________________

Secretary of the Senate

I hereby certify that S.B. No. 1057 passed the House on

May 6, 2025, by the following vote: Yeas 140, Nays 5, one present

not voting.

______________________________

Chief Clerk of the House

Approved:

______________________________

Date

______________________________

Governor