IB
Union Calendar No. 265
118th CONGRESS
1st Session
H. R. 4655
[Report No. 118–326]
IN THE HOUSE OF REPRESENTATIVES
July 14, 2023
Mr. Norman introduced the following bill; which was referred to the Committee on Financial Services
December 19, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed
Strike out all after the enacting clause and insert the part printed in italic
For text of introduced bill, see copy of bill as introduced on July 14, 2023
A BILL
To amend the Securities Exchange Act of 1934 to prohibit the Securities and Exchange Commission from compelling the inclusion or discussion of shareholder proposals or proxy or consent solicitation materials, and for other purposes.
Short title
This Act may be cited as the Businesses Over Activists Act
.
Limitation with respect to compelling the inclusion or discussion of shareholder proposals
Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(a)) is amended by adding at the end the following:
Limitation with respect to compelling inclusion or discussion of shareholder proposals
Except as provided in paragraph (2), the Commission may not compel an issuer to include in a proxy statement of the issuer—
any shareholder proposal; or
any discussion (either from the issuer or otherwise) related to a shareholder proposal contained in the proxy statement.
Rule of construction relating to State authority
Nothing in this Act or any other securities law shall be construed to provide the Commission the authority to preempt the State regulation of shareholder proposals or proxy or consent solicitation materials.
.
December 19, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed