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.

1. Short title This Act may be cited as the Businesses Over Activists Act . 2. 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: (3) 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— (A) any shareholder proposal; or (B) any discussion (either from the issuer or otherwise) related to a shareholder proposal contained in the proxy statement. (4) 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