H.R. 52 — Stop Woke Investing Act

This section directs the Securities and Exchange Commission (SEC), not later than 180 days after enactment, to amend Rule 240.14a–8 (governing shareholder proposals that public companies must include in proxy statements and on proxy cards) to impose the following limits on required inclusions for a single annual or special shareholder meeting: (1) no more than two proposals for non-accelerated filers; (2) no more than four proposals for accelerated filers; and (3) no more than seven proposals for large accelerated filers. Only proposals with a material effect on the company's financial performance may be included, as defined to exclude nonpecuniary goals and long-term systemic risks not specific to the investment; companies determine which proposals to include (disclosing the method to the SEC), receipt order is irrelevant, substantially similar proposals count as one, and board member proposals are ineligible. The amendments do not require inclusion of otherwise excludable proposals under existing SEC rules, authorize any mandate to include proposals, or restrict the SEC from repealing such rules.