1. Short title This Act may be cited as the No Expensive, Stifling Governance Act of 2023 or the No ESG Act of 2023 . 2. Exclusion of certain shareholder proposals (a) Exclusion of certain shareholder proposals A shareholder proposal submitted to an issuer pursuant to section 240.14a–8 of title 17, Code of Federal Regulations, may be excluded by an issuer from its proxy or consent solicitation material for a meeting of the shareholders of such issuer if the shareholder proposal— (1) has been substantially implemented by the issuer by implementing policies, practices, or procedures that compare favorably with the guidelines of the proposal and address the proposal’s underlying concerns; (2) substantially duplicates by having the same principal thrust or principal focus as another proposal previously submitted to the issuer by another proponent that will be included in such material; or (3) addresses substantially the same subject matter as a previous proposal that shares the same substantive concerns as a proposal previously included in the proxy or consent solicitation material for a meeting of the shareholders of an issuer— (A) for a meeting of the shareholders conducted in the preceding 5 calendar years; and (B) if the most recent vote— (i) occurred in the preceding 3 calendar years; and (ii) (I) if voted on once during such 5-year period, received less than 10 percent of the votes cast; (II) if voted on twice during such 5-year period, received less than 20 percent of the votes cast