I 

116TH CONGRESS 

1ST SESSION H. R. 5116 

To improve the quality of proxy advisory firms for the protection of investors 

and the U.S. economy, and in the public interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry. 

IN THE HOUSE OF REPRESENTATIVES 

NOVEMBER 15, 2019 

Mr. STEIL (for himself, Mrs. WAGNER, Mr. RIGGLEMAN, and Mr. BARR) introduced the following bill; which was referred to the Committee on Financial Services 

A BILL 

To improve the quality of proxy advisory firms for the protection of investors and the U.S. economy, and in the public 

interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm 

industry. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Corporate Governance 

5 Reform and Transparency Act of 2019’’. 


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1 SEC. 2. DEFINITIONS. 

2 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

3 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

4 78c(a)) is amended by adding at the end the following new 

5 paragraphs: 

6 ‘‘(81) PROXY ADVISORY FIRM.—The term 

7 ‘proxy advisory firm’ means any person who is pri8 marily engaged in the business of providing proxy 

9 voting research, analysis, ratings, or recommenda10 tions to clients, which conduct constitutes a solicita11 tion within the meaning of section 14 and the Com12 mission’s rules and regulations thereunder, except to 

13 the extent that the person is exempted by such rules 

14 and regulations from requirements otherwise appli15 cable to persons engaged in a solicitation. 

16 ‘‘(82) PERSON ASSOCIATED WITH A PROXY AD17 VISORY FIRM.—The term ‘person associated with’ a 

18 proxy advisory firm means any partner, officer, or 

19 director of a proxy advisory firm (or any person oc20 cupying a similar status or performing similar func21 tions), any person directly or indirectly controlling, 

22 controlled by, or under common control with a proxy 

23 advisory firm, or any employee of a proxy advisory 

24 firm, except that persons associated with a proxy ad25 visory firm whose functions are clerical or ministe26 rial shall not be included in the meaning of such 


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1 term. The Commission may by rules and regulations 

2 classify, for purposes or any portion or portions of 

3 this Act, persons, including employees controlled by 

4 a proxy advisory firm.’’. 

5 (b) APPLICABLE DEFINITIONS.—As used in this 

6 Act— 

7 (1) the term ‘‘Commission’’ means the Securi8 ties and Exchange Commission; and 

9 (2) the term ‘‘proxy advisory firm’’ has the 

10 same meaning as in section 3(a)(81) of the Securi11 ties Exchange Act of 1934, as added by this Act. 

12 SEC. 3. REGISTRATION OF PROXY ADVISORY FIRMS. 

13 (a) AMENDMENT.—The Securities Exchange Act of 

14 1934 is amended by inserting after section 15G the fol15 lowing new section: 

16 ‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 

17 ‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 

18 for a proxy advisory firm to make use of the mails or any 

19 means or instrumentality of interstate commerce to pro20 vide proxy voting research, analysis, or recommendations 

21 to any client, unless such proxy advisory firm is registered 

22 under this section. 

23 ‘‘(b) REGISTRATION PROCEDURES.— 

24 ‘‘(1) APPLICATION FOR REGISTRATION.— 


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1 ‘‘(A) IN GENERAL.—A proxy advisory firm 

2 must file with the Commission an application 

3 for registration, in such form as the Commis4 sion shall require, by rule or regulation, and 

5 containing the information described in sub6 paragraph (B). 

7 ‘‘(B) REQUIRED INFORMATION.—An appli8 cation for registration under this section shall 

9 contain information regarding— 

10 ‘‘(i) a certification that the applicant 

11 is able to consistently provide proxy advice 

12 based on accurate information; 

13 ‘‘(ii) the procedures and methodolo14 gies that the applicant uses in developing 

15 proxy voting recommendations, including 

16 whether and how the applicant considers 

17 the size of a company when making proxy 

18 voting recommendations; 

19 ‘‘(iii) the organizational structure of 

20 the applicant; 

21 ‘‘(iv) whether or not the applicant has 

22 in effect a code of ethics, and if not, the 

23 reasons therefor; 

24 ‘‘(v) any potential or actual conflict of 

25 interest relating to the ownership structure 


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1 of the applicant or the provision of proxy 

2 advisory services by the applicant, includ3 ing whether the proxy advisory firm en4 gages in services ancillary to the provision 

5 of proxy advisory services such as con6 sulting services for corporate issuers, and 

7 if so the revenues derived therefrom; 

8 ‘‘(vi) the policies and procedures in 

9 place to manage conflicts of interest under 

10 subsection (f); and 

11 ‘‘(vii) any other information and docu12 ments concerning the applicant and any 

13 person associated with such applicant as 

14 the Commission, by rule, may prescribe as 

15 necessary or appropriate in the public in16 terest or for the protection of investors. 

17 ‘‘(2) REVIEW OF APPLICATION.— 

18 ‘‘(A) INITIAL DETERMINATION.—Not later 

19 than 90 days after the date on which the appli20 cation for registration is filed with the Commis21 sion under paragraph (1) (or within such longer 

22 period as to which the applicant consents) the 

23 Commission shall— 

24 ‘‘(i) by order, grant registration; or 


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1 ‘‘(ii) institute proceedings to deter2 mine whether registration should be de3 nied. 

4 ‘‘(B) CONDUCT OF PROCEEDINGS.— 

5 ‘‘(i) CONTENT.—Proceedings referred 

6 to in subparagraph (A)(ii) shall— 

7 ‘‘(I) include notice of the grounds 

8 for denial under consideration and an 

9 opportunity for hearing; and 

10 ‘‘(II) be concluded not later than 

11 120 days after the date on which the 

12 application for registration is filed 

13 with the Commission under paragraph 

14 (1). 

15 ‘‘(ii) DETERMINATION.—At the con16 clusion of such proceedings, the Commis17 sion, by order, shall grant or deny such ap18 plication for registration. 

19 ‘‘(iii) EXTENSION AUTHORIZED.—The 

20 Commission may extend the time for con21 clusion of such proceedings for not longer 

22 than 90 days, if it finds good cause for 

23 such extension and publishes its reasons 

24 for so finding, or for such longer period as 

25 to which the applicant consents. 


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1 ‘‘(C) GROUNDS FOR DECISION.—The Com2 mission shall grant registration under this sub3 section— 

4 ‘‘(i) if the Commission finds that the 

5 requirements of this section are satisfied; 

6 and 

7 ‘‘(ii) unless the Commission finds (in 

8 which case the Commission shall deny such 

9 registration) that— 

10 ‘‘(I) the applicant has failed to 

11 certify to the Commission’s satisfac12 tion that it is able to consistently pro13 vide proxy advice based on accurate 

14 information and to materially comply 

15 with the procedures and methodolo16 gies disclosed under paragraph (1)(B) 

17 and with subsections (f) and (g); or 

18 ‘‘(II) if the applicant were so reg19 istered, its registration would be sub20 ject to suspension or revocation under 

21 subsection (e). 

22 ‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 

23 Subject to section 24, the Commission shall make 

24 the information and documents submitted to the 

25 Commission by a proxy advisory firm in its comVerDate Sep 11 2014 22:40 Nov 25, 2019 Jkt 099200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\H5116.IH H5116

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1 pleted application for registration, or in any amend2 ment submitted under paragraph (1) or (2) of sub3 section (c), publicly available on the Commission’s 

4 website, or through another comparable, readily ac5 cessible means. 

6 ‘‘(c) UPDATE OF REGISTRATION.— 

7 ‘‘(1) UPDATE.—Each registered proxy advisory 

8 firm shall promptly amend and update its applica9 tion for registration under this section if any infor10 mation or document provided therein becomes mate11 rially inaccurate, except that a registered proxy advi12 sory firm is not required to amend the information 

13 required to be filed under subsection (b)(1)(B)(i) by 

14 filing information under this paragraph, but shall 

15 amend such information in the annual submission of 

16 the organization under paragraph (2) of this sub17 section. 

18 ‘‘(2) CERTIFICATION.—Not later than 90 cal19 endar days after the end of each calendar year, each 

20 registered proxy advisory firm shall file with the 

21 Commission an amendment to its registration, in 

22 such form as the Commission, by rule, may prescribe 

23 as necessary or appropriate in the public interest or 

24 for the protection of investors— 


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1 ‘‘(A) certifying that the information and 

2 documents in the application for registration of 

3 such registered proxy advisory firm continue to 

4 be accurate in all material respects; and 

5 ‘‘(B) listing any material change that oc6 curred to such information or documents during 

7 the previous calendar year. 

8 ‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG9 ISTRATION; NOTICE AND HEARING.—The Commission, by 

10 order, shall censure, place limitations on the activities, 

11 functions, or operations of, suspend for a period not ex12 ceeding 12 months, or revoke the registration of any reg13 istered proxy advisory firm if the Commission finds, on 

14 the record after notice and opportunity for hearing, that 

15 such censure, placing of limitations, suspension, or revoca16 tion is necessary for the protection of investors and in the 

17 public interest and that such registered proxy advisory 

18 firm, or any person associated with such an organization, 

19 whether prior to or subsequent to becoming so associ20 ated— 

21 ‘‘(1) has committed or omitted any act, or is 

22 subject to an order or finding, enumerated in sub23 paragraph (A), (D), (E), (H), or (G) of section 

24 15(b)(4), has been convicted of any offense specified 

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1 tion, conduct, or practice specified in subparagraph 

2 (C) of section 15(b)(4), during the 10-year period 

3 preceding the date of commencement of the pro4 ceedings under this subsection, or at any time there5 after; 

6 ‘‘(2) has been convicted during the 10-year pe7 riod preceding the date on which an application for 

8 registration is filed with the Commission under this 

9 section, or at any time thereafter, of— 

10 ‘‘(A) any crime that is punishable by im11 prisonment for 1 or more years, and that is not 

12 described in section 15(b)(4)(B); or 

13 ‘‘(B) a substantially equivalent crime by a 

14 foreign court of competent jurisdiction; 

15 ‘‘(3) is subject to any order of the Commission 

16 barring or suspending the right of the person to be 

17 associated with a registered proxy advisory firm; 

18 ‘‘(4) fails to furnish the certifications required 

19 under subsections (b)(2)(C)(ii)(I) and (c)(2); 

20 ‘‘(5) has engaged in one or more prohibited acts 

21 enumerated in paragraph (1); or 

22 ‘‘(6) fails to maintain adequate financial and 

23 managerial resources to consistently offer advisory 

24 services with integrity, including by failing to comply 

25 with subsection (f) or (g). 


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1 ‘‘(e) TERMINATION OF REGISTRATION.— 

2 ‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 

3 proxy advisory firm may, upon such terms and con4 ditions as the Commission may establish as nec5 essary in the public interest or for the protection of 

6 investors, which terms and conditions shall include 

7 at a minimum that the registered proxy advisory 

8 firm will no longer conduct such activities as to 

9 bring it within the definition of proxy advisory firm 

10 in section 3(a)(81) of the Securities Exchange Act 

11 of 1934, withdraw from registration by filing a writ12 ten notice of withdrawal to the Commission. 

13 ‘‘(2) COMMISSION AUTHORITY.—In addition to 

14 any other authority of the Commission under this 

15 title, if the Commission finds that a registered proxy 

16 advisory firm is no longer in existence or has ceased 

17 to do business as a proxy advisory firm, the Com18 mission, by order, shall cancel the registration under 

19 this section of such registered proxy advisory firm. 

20 ‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 

21 ‘‘(1) ORGANIZATION POLICIES AND PROCE22 DURES.—Each registered proxy advisory firm shall 

23 establish, maintain, and enforce written policies and 

24 procedures reasonably designed, taking into consid25 eration the nature of the business of such registered 


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1 proxy advisory firm and associated persons, to ad2 dress and manage any conflicts of interest that can 

3 arise from such business. 

4 ‘‘(2) COMMISSION AUTHORITY.—The Commis5 sion shall issue final rules to prohibit, or require the 

6 management and disclosure of, any conflicts of inter7 est relating to the offering of proxy advisory services 

8 by a registered proxy advisory firm, including, with9 out limitation, conflicts of interest relating to— 

10 ‘‘(A) the manner in which a registered 

11 proxy advisory firm is compensated by the cli12 ent, or any affiliate of the client, for providing 

13 proxy advisory services; 

14 ‘‘(B) the provision of consulting, advisory, 

15 or other services by a registered proxy advisory 

16 firm, or any person associated with such reg17 istered proxy advisory firm, to the client; 

18 ‘‘(C) business relationships, ownership in19 terests, or any other financial or personal inter20 ests between a registered proxy advisory firm, 

21 or any person associated with such registered 

22 proxy advisory firm, and any client, or any af23 filiate of such client; 

24 ‘‘(D) transparency around the formulation 

25 of proxy voting policies; 


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1 ‘‘(E) the execution of proxy votes if such 

2 votes are based upon recommendations made by 

3 the proxy advisory firm in which someone other 

4 than the issuer is a proponent; 

5 ‘‘(F) issuing recommendations where proxy 

6 advisory firms provide advisory services to a 

7 company; and 

8 ‘‘(G) any other potential conflict of inter9 est, as the Commission deems necessary or ap10 propriate in the public interest or for the pro11 tection of investors. 

12 ‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV13 ICES.— 

14 ‘‘(1) IN GENERAL.—Each registered proxy advi15 sory firm shall have staff sufficient to produce proxy 

16 voting recommendations that are based on accurate 

17 and current information. Each registered proxy advi18 sory firm shall detail procedures sufficient to permit 

19 companies receiving proxy advisory firm rec20 ommendations access in a reasonable time to the 

21 draft recommendations, with an opportunity to pro22 vide meaningful comment thereon, including the op23 portunity to present details to the person responsible 

24 for developing the recommendation in person or tele25 phonically. Each registered proxy advisory firm shall 


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1 employ an ombudsman to receive complaints about 

2 the accuracy of voting information used in making 

3 recommendations from the subjects of the proxy ad4 visory firm’s voting recommendations, and shall seek 

5 to resolve those complaints in a timely fashion and 

6 in any event prior to voting on the matter to which 

7 the recommendation relates. If the ombudsman is 

8 unable to resolve such complaints prior to voting on 

9 the matter, the proxy advisory firm shall include in 

10 its final report to its clients a statement from the 

11 company detailing its complaints, if requested in 

12 writing by the company. 

13 ‘‘(2) REASONABLE TIME DEFINED.—For pur14 poses of this subsection, the term ‘reasonable 

15 time’— 

16 ‘‘(A) means not less than 3 business days 

17 unless otherwise defined through a final rule 

18 issued by the Commission; and 

19 ‘‘(B) shall not otherwise interfere with a 

20 proxy advisory firm’s ability to provide its cli21 ents with timely access to accurate proxy voting 

22 research, analysis, or recommendations. 

23 ‘‘(3) DRAFT RECOMMENDATIONS DEFINED.— 

24 For purposes of this subsection, the term ‘draft rec25 ommendations’— 


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1 ‘‘(A) means the overall conclusions of 

2 proxy voting recommendations prepared for the 

3 clients of a proxy advisory firm, including any 

4 public data cited therein, any company informa5 tion or substantive analysis impacting the rec6 ommendation, and the specific voting rec7 ommendations on individual proxy ballot issues; 

8 and 

9 ‘‘(B) does not include the entirety of the 

10 proxy advisory firm’s final report to its clients. 

11 ‘‘(h) DESIGNATION OF COMPLIANCE OFFICER.— 

12 Each registered proxy advisory firm shall designate an in13 dividual responsible for administering the policies and pro14 cedures that are required to be established pursuant to 

15 subsections (f) and (g), and for ensuring compliance with 

16 the securities laws and the rules and regulations there17 under, including those promulgated by the Commission 

18 pursuant to this section. 

19 ‘‘(i) PROHIBITED CONDUCT.— 

20 ‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 

21 Commission shall issue final rules to prohibit any 

22 act or practice relating to the offering of proxy advi23 sory services by a registered proxy advisory firm 

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1 cive, or abusive, including any act or practice relat2 ing to— 

3 ‘‘(A) conditioning a voting recommendation 

4 or other proxy advisory firm recommendation 

5 on the purchase by an issuer or an affiliate 

6 thereof of other services or products, of the reg7 istered proxy advisory firm or any person asso8 ciated with such registered proxy advisory firm; 

9 and 

10 ‘‘(B) modifying a voting recommendation 

11 or otherwise departing from its adopted system12 atic procedures and methodologies in the provi13 sion of proxy advisory services, based on wheth14 er an issuer, or affiliate thereof, subscribes or 

15 will subscribe to other services or product of the 

16 registered proxy advisory firm or any person as17 sociated with such organization. 

18 ‘‘(2) RULE OF CONSTRUCTION.—Nothing in 

19 paragraph (1), or in any rules or regulations adopt20 ed thereunder, may be construed to modify, impair, 

21 or supersede the operation of any of the antitrust 

22 laws (as defined in the first section of the Clayton 

23 Act, except that such term includes section 5 of the 

24 Federal Trade Commission Act, to the extent that 


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1 such section 5 applies to unfair methods of competi2 tion). 

3 ‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 

4 registered proxy advisory firm shall, on a confidential 

5 basis, file with the Commission, at intervals determined 

6 by the Commission, such financial statements, certified (if 

7 required by the rules or regulations of the Commission) 

8 by an independent public auditor, and information con9 cerning its financial condition, as the Commission, by rule, 

10 may prescribe as necessary or appropriate in the public 

11 interest or for the protection of investors. 

12 ‘‘(k) ANNUAL REPORT.—Each registered proxy advi13 sory firm shall, at the beginning of each fiscal year of such 

14 firm, report to the Commission on the number of share15 holder proposals its staff reviewed in the prior fiscal year, 

16 the number of recommendations made in the prior fiscal 

17 year, the number of staff who reviewed and made rec18 ommendations on such proposals in the prior fiscal year, 

19 and the number of recommendations made in the prior 

20 fiscal year where the proponent of such recommendation 

21 was a client of or received services from the proxy advisory 

22 firm. 

23 ‘‘(l) TRANSPARENT POLICIES.—Each registered 

24 proxy advisory firm shall file with the Commission and 


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1 make publicly available its methodology for the formula2 tion of proxy voting policies and voting recommendations. 

3 ‘‘(m) RULES OF CONSTRUCTION.— 

4 ‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR

5 DEFENSES.—Registration under and compliance 

6 with this section does not constitute a waiver of, or 

7 otherwise diminish, any right, privilege, or defense 

8 that a registered proxy advisory firm may otherwise 

9 have under any provision of State or Federal law, 

10 including any rule, regulation, or order thereunder. 

11 ‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 

12 in this section may be construed as creating any pri13 vate right of action, and no report filed by a reg14 istered proxy advisory firm in accordance with this 

15 section or section 17 shall create a private right of 

16 action under section 18 or any other provision of 

17 law. 

18 ‘‘(n) REGULATIONS.— 

19 ‘‘(1) NEW PROVISIONS.—Such rules and regula20 tions as are required by this section or are otherwise 

21 necessary to carry out this section, including the ap22 plication form required under subsection (a)— 

23 ‘‘(A) shall be issued by the Commission, 

24 not later than 180 days after the date of enact25 ment of this section; and 


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1 ‘‘(B) shall become effective not later than 

2 1 year after the date of enactment of this sec3 tion. 

4 ‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 

5 later than 270 days after the date of enactment of 

6 this section, the Commission shall— 

7 ‘‘(A) review its existing rules and regula8 tions which affect the operations of proxy advi9 sory firms; and 

10 ‘‘(B) amend or revise such rules and regu11 lations in accordance with the purposes of this 

12 section, and issue such guidance, as the Com13 mission may prescribe as necessary or appro14 priate in the public interest or for the protec15 tion of investors. 

16 ‘‘(o) APPLICABILITY.—This section, other than sub17 section (n), which shall apply on the date of enactment 

18 of this section, shall apply on the earlier of— 

19 ‘‘(1) the date on which regulations are issued in 

20 final form under subsection (n)(1); or 

21 ‘‘(2) 270 days after the date of enactment of 

22 this section.’’. 

23 (b) CONFORMING AMENDMENT.—Section 17(a)(1) of 

24 the Securities Exchange Act of 1934 (15 U.S.C. 

25 78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 


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1 after ‘‘nationally recognized statistical rating organiza2 tion,’’. 

3 SEC. 4. COMMISSION ANNUAL REPORT. 

4 The Commission shall make an annual report publicly 

5 available on the Commission’s internet website. Such re6 port shall, with respect to the year to which the report 

7 relates— 

8 (1) identify applicants for registration under 

9 section 15H of the Securities Exchange Act of 1934, 

10 as added by this Act; 

11 (2) specify the number of and actions taken on 

12 such applications; 

13 (3) specify the views of the Commission on the 

14 state of competition, transparency, policies and 

15 methodologies, and conflicts of interest among proxy 

16 advisory firms; 

17 (4) include the determination of the Commis18 sion with regards to— 

19 (A) the quality of proxy advisory services 

20 issued by proxy advisory firms; 

21 (B) the financial markets; 

22 (C) competition among proxy advisory 

23 firms; 

24 (D) the incidence of undisclosed conflicts 

25 of interest by proxy advisory firms; 


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1 (E) the process for registering as a proxy 

2 advisory firm; and 

3 (F) such other matters relevant to the im4 plementation of this Act and the amendments 

5 made by this Act, as the Commission deter6 mines necessary to bring to the attention of the 

7 Congress; 

8 (5) identify problems, if any, that have resulted 

9 from the implementation of this Act and the amend10 ments made by this Act; and 

11 (6) recommend solutions, including any legisla12 tive or regulatory solutions, to any problems identi13 fied under paragraphs (4) and (5). 

Æ 


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