S 4974 New Jersey Senate · 2024-2025 Regular Session

Updates law governing votes by shareholders for items other than for election of members to board of directors.

This bill updates New Jersey's corporate law to clarify how shareholders vote on matters other than electing board members. It allows corporations to set in their bylaws that such votes require a majority of shareholders *present* or voting by proxy (not just a majority of all shares outstanding). This directly affects corporations holding shareholder meetings, giving them more flexibility in structuring voting procedures for routine decisions like amendments or mergers. The change does not alter voting thresholds but streamlines how corporations can establish meeting rules.
Bill status passed 3 of 5 stages cleared
Introduction
Dec 2025
Committee Review
Jan 2026
Senate Passage
Jan 2026
General Assembly Passage
Governor
Introduced Dec 8, 2025 Last action Jan 12, 2026
Floor votes

How they voted

This bill passed the Senate by voice vote (no roll call recorded).
Full legislative history

Actions timeline

Total actions
4
Key actions
2
Committee
2
Jan 12, 2026
Committee
Received in the Assembly, Referred to Assembly Financial Institutions and Insurance Committee
lower
Jan 12, 2026
Upper · Passed
Passed Senate (39-0)
upper
Jan 8, 2026
Upper · Passed
Reported out of Senate Committee, 2nd Reading
upper
Dec 8, 2025
Introduced
Introduced in the Senate, Referred to Senate Budget and Appropriations Committee
upper
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Patrick Diegnan
Patrick Diegnan
DDemocratic
NJ
18