No Expensive, Stifling Governance Act of 2023

No Expensive, Stifling Governance Act of 2023 or the No ESG Act of 2023

This bill allows an issuer of securities to exclude a shareholder proposal from its proxy materials if that proposal (1) has been substantially implemented by the issuer through policies, practices, or procedures; (2) duplicates another proposal contained in the proxy materials; or (3) addresses the same subject matter as a previously offered proposal. The bill provides time frames and voting percentages for the previously offered proposal that, if applicable, allow an issuer to exclude the new shareholder proposal.

The bill also prohibits the Securities and Exchange Commission from implementing a proposed rule published on July 27, 2022, titled Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals under Exchange Act Rule 14a—8, which addresses the exclusion of shareholder proposals.