Tex. Business Organizations Code § 21.373
This is the official text of Tex. Business Organizations Code § 21.373, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 21.373.
Official statutory text
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.
(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.
Status: in_force · Read it on the official government site
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