TX HB4115

Establishes new requirements for shareholder proposals at nationally listed corporations that elect to be governed by these rules through an amendment to their governing documents

Requires shareholders submitting proposals to hold at least $1 million in market value OR 3% of the corporation's voting shares, held continuously for at least six months before the meeting

Mandates that shareholders submitting proposals must solicit holders representing at least 67% of voting power entitled to vote on the proposal

Defines "nationally listed corporation" as one with equity securities registered under the Securities Exchange Act, listed on a national exchange, and either headquartered in Texas or listed on a Texas-based stock exchange approved by the securities commissioner

Exempts director nominations and procedural resolutions ancillary to meeting conduct from these requirements; takes effect September 1, 2025