Stop Woke Investing Act

This bill would narrow which shareholder proposals a public company must include in the packet sent to investors before a shareholder vote (the “proxy statement”). It tells the SEC to update its rules within 180 days so that only proposals that clearly affect a company’s financial performance must be included; proposals aimed mainly at social, environmental, political, or ideological goals would not qualify .

It also limits how many shareholder proposals can appear for any meeting, with caps based on company size: from 2 for smaller companies up to 7 for the largest. Companies decide which proposals make the cut and must tell the SEC how they chose. Similar or duplicative proposals can be grouped as one, and the order proposals arrive does not matter. A board member’s proposal cannot be counted as a “shareholder” proposal. The bill also says companies are not forced to include any proposal and does not give the SEC extra power to require inclusion; it makes clear the SEC can repeal rules that require inclusion .

• Who is affected: Public companies, their shareholders, and the SEC.
• What changes: Only financially “material” proposals must be included; proposal caps range from 2 to 7 per meeting; companies choose and disclose their selection method; similar proposals count as one; board-member proposals are excluded as shareholder proposals .
• When: The SEC must make these rule changes within 180 days of the bill becoming law.