This bill revises laws and regulations regarding shareholder proposals, the proxy voting process, and proxy advisory firms. (Public companies regularly hold shareholder meetings during which proposals, including those presented by shareholders, can be voted on by eligible shareholders. Voting is held in-person or by proxy. To vote by proxy, shareholders fill out proxy cards with voting directions and submit it to a designated representative. Proxy advisory firms provide voting services and advice to institutional investors.)
The bill allows an issuer of securities to exclude certain shareholder proposals from its proxy materials, including proposals that address the same subject matter as a previously offered proposal or those related to environmental, social, or political issues.
Passively managed funds (e.g., index funds) that vote shares on behalf of fund investors in proxy shareholder votes must adhere to requirements set forth by the bill, including by voting shares according to the instructions of the beneficial owner of the securities.
The bill also creates new requirements for proxy advisory firms. Under the bill, a proxy advisory firm is prohibited from using robovoting and must register with the Securities and Exchange Commission (SEC) to provide proxy-voting advice to a client using interstate commerce. The bill establishes a private right of action against a proxy advisory firm and allows these firms to be held liable for failing to disclose material information or making false or misleading statements in the context of the sale or purchase of securities.
The bill also requires various disclosures and reporting to the SEC.
