H.R. 4641House118th Congress (2023-2025)In Committee

Performance over Politics Act

AI-Generated Summary

Updated January 20, 2026 at 9:59 AM UTC

The Performance over Politics Act would let companies leave out shareholder proposals from their proxy or consent solicitation materials when the proposals are substantially the same as ones already presented in recent years. It targets proposals that have previously received low voter support, aiming to reduce repetitive or low‑impact items on proxy statements. The rule changes would apply to any issuer that files proxy materials with the SEC.

Key Provisions

The SEC must amend its resubmission rules to allow issuers to exclude proposals that cover substantially the same subject as proposals included in proxy materials for a meeting in the past five calendar years.
Exclusion is only allowed if the most recent vote on the earlier proposal occurred within the past three years.
If the earlier proposal was voted on once in the five‑year window, it must have received less than 10% of votes; if voted on twice, less than 20%; if voted on three or more times, less than 40% of votes.

Legislative Activity

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1 earlier action

HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

July 14, 2023

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HouseIntro Referral

Introduced in House

July 14, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

July 14, 2023

Bill Text

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Introduced in HouseIssued July 14, 2023

118th CONGRESS

1st Session

H. R. 4641

IN THE HOUSE OF REPRESENTATIVES

July 14, 2023

Mr. Fitzgerald introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To authorize the exclusion of shareholder proposals from proxy or consent solicitation material if such proposals are substantially similar to previously included proposals.

Short title

This Act may be cited as the Performance over Politics Act.

Exclusion of certain substantially similar shareholder proposals

The Securities and Exchange Commission shall revise the resubmission requirements in section 240.14a–8(i)(12) of title 17, Code of Federal Regulations, to provide that a shareholder proposal may be excluded by an issuer from its proxy or consent solicitation material for a meeting of the shareholders of such issuer if the shareholder proposal addresses substantially the same subject matter as a proposal, or proposals, previously included in the proxy or consent solicitation material for a meeting of the shareholders of such issuer—

(1)

for a meeting of the shareholders conducted in the preceding 5 calendar years; and

(2)

if the most recent vote—

(A)

occurred in the preceding 3 calendar years; and

(B)

(i)

if voted on once during such 5-year period, received less than 10 percent of the votes cast;

(ii)

if voted on twice during such 5-year period, received less than 20 percent of the votes cast; or

(iii)

if voted on three or more times during such 5-year period, received less 40 percent of the votes cast.