II 

117TH CONGRESS 

2D SESSION S. 3945 

To amend the Securities Exchange Act of 1934 to address the solicitation 

of proxy with respect to securities, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 29, 2022 

Mr. HAGERTY (for himself, Mr. DAINES, Mr. TILLIS, and Ms. LUMMIS) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to address 

the solicitation of proxy with respect to securities, and 

for other purposes. 

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 ‘‘Restoring Shareholder 

5 Transparency Act of 2022’’. 

6 SEC. 2. PROXIES. 

7 Section 14(a) of the Securities Exchange Act of 1934 

8 (15 U.S.C. 78n(a)) is amended by adding at the end the 

9 following: 


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1 ‘‘(3) For the purposes of this subsection, soliciting 

2 any proxy or consent or authorization in respect of a secu3 rity— 

4 ‘‘(A) includes the furnishing of a form of proxy 

5 or other communication to a holder of the security 

6 under circumstances reasonably calculated to result 

7 in the procurement, withholding, or revocation of a 

8 proxy, including any proxy voting advice that— 

9 ‘‘(i) makes a recommendation to the secu10 rity holder as to the vote, consent, or authoriza11 tion of the security holder on a specific matter 

12 for which the approval of the security holder is 

13 solicited; and 

14 ‘‘(ii) is furnished by a person that— 

15 ‘‘(I) markets the expertise of the per16 son as a provider of such proxy voting ad17 vice, separately from other forms of invest18 ment advice; and 

19 ‘‘(II) sells such proxy voting advice 

20 for a fee; and 

21 ‘‘(B) does not include the furnishing of any 

22 proxy voting advice by a person that furnishes such 

23 advice only in response to an unprompted request.’’. 


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1 SEC. 3. SHAREHOLDER PROPOSALS. 

2 (a) IN GENERAL.—The Securities Exchange Act of 

3 1934 (15 U.S.C. 78a et seq.) is amended— 

4 (1) in section 6(b) (15 U.S.C. 78f(b)), by add5 ing at the end the following: 

6 ‘‘(11) The rules of the exchange do not require 

7 an issuer to be in compliance with section 240.14a– 

8 8 of title 17, Code of Federal Regulations, or any 

9 successor regulation, as a condition of having a secu10 rity of the issuer listed on the exchange.’’; and 

11 (2) in section 14 (15 U.S.C. 78n), by adding at 

12 the end the following: 

13 ‘‘(k) SHAREHOLDER PROPOSALS.—Notwithstanding 

14 any other provision of law or regulation, beginning on the 

15 date of enactment of this subsection, no issuer shall be 

16 subject to the requirements of section 240.14a–8 of title 

17 17, Code of Federal Regulations, or any successor regula18 tion, unless the issuer agrees to be subject to those re19 quirements.’’. 

20 (b) BASES FOR EXCLUSION.—Not later than 1 year 

21 after the date of enactment of this Act, the Securities and 

22 Exchange Commission shall amend section 240.14a–8(i) 

23 of title 17, Code of Federal Regulations, or any successor 

24 regulation, to provide that all of the bases for exclusion 

25 of a proposal under that provision shall apply without reVerDate Sep 11 2014 05:25 Mar 30, 2022 Jkt 029200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\S3945.IS S3945

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1 gard to whether the proposal relates to a significant social 

2 policy issue. 

3 (c) MARKET VALUE.—Not later than 30 days after 

4 the date of enactment of this Act, the Securities and Ex5 change Commission shall amend section 240.14a–8(b)(1) 

6 of title 17, Code of Federal Regulations, or any successor 

7 regulation— 

8 (1) by amending clause (i) to read as follows: 

9 ‘‘(i) You must hold at least 1 percent of the market 

10 value of the company’s securities.’’; and 

11 (2) by striking clause (vi). 

Æ 


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