I 

117TH CONGRESS 

1ST SESSION H. R. 3308 

To establish a process by which participants of employee welfare plans select 

guidelines to be used by the plan fiduciary for voting proxies on securities 

held in investment portfolios under the plan, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 18, 2021 

Ms. JAYAPAL introduced the following bill; which was referred to the 

Committee on Education and Labor 

A BILL 

To establish a process by which participants of employee 

welfare plans select guidelines to be used by the plan 

fiduciary for voting proxies on securities held in investment portfolios under the plan, 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 ‘‘Encouraging More 

5 Proxy voting by Organized Workers, Employees, and Re6 tirement Savers Act’’ or the ‘‘EMPOWERS Act’’. 


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1 SEC. 2. TRUSTEESHIP OF SINGLE-EMPLOYER PLANS. 

2 Section 403(a) of the Employee Retirement Income 

3 Security Act of 1974 (29 U.S.C. 1103(a)) is amended— 

4 (1) by redesignating paragraphs (1) and (2) as 

5 subparagraphs (A) and (B), respectively; 

6 (2) by striking ‘‘Except as’’ and inserting ‘‘(1) 

7 Except as’’; and 

8 (3) by adding at the end the following: 

9 ‘‘(2)(A) The assets of a single-employer plan shall be 

10 held in trust by a joint board of trustees, which shall con11 sist of 2 or more trustees representing on an equal basis 

12 the interests of the employer or employers maintaining the 

13 plan and the interests of the participants and their bene14 ficiaries. 

15 ‘‘(B)(i) Except as provided in clause (ii), in any case 

16 in which the plan is maintained pursuant to one or more 

17 collective bargaining agreements between one or more em18 ployee organizations and one or more employers, the trust19 ees representing the interests of the participants and their 

20 beneficiaries shall be designated by such employee organi21 zations. 

22 ‘‘(ii) In any case in which clause (i) does not apply 

23 with respect to a single-employer plan because the plan 

24 is not described in clause (i), the trustee or trustees rep25 resenting the interests of the participants and their bene26 ficiaries shall consist of 1 or more participants under the 


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1 plan elected to serve as such in accordance with this 

2 clause. 

3 ‘‘(C) Not later than one year after the date of enact4 ment of the Encouraging More Proxy voting by Organized 

5 Workers, Employees, and Retirement Savers Act, the Sec6 retary shall issue rules with respect to the election of 

7 trustees and certification of the results of such elections 

8 under subparagraph (B)(ii). Such rules shall ensure 

9 that— 

10 ‘‘(i) employee trustee elections are— 

11 ‘‘(I) fair and democratic and free from in12 terference by the employer, the employer’s fidu13 ciaries, and the investment managers; 

14 ‘‘(II) designed to maximize participation by 

15 plan participants and their beneficiaries and to 

16 be convenient for participants, and their bene17 ficiaries when appropriate, to vote; 

18 ‘‘(III) use the latest technologies to meet 

19 the objectives described in subclause (II); 

20 ‘‘(IV) provide for a secret ballot to be used 

21 by the participants of the plan (or, in the case 

22 of a deceased participant, by the beneficiary of 

23 such participant); and 

24 ‘‘(V) provide one vote per participant, 

25 which, in the event a participant is deceased, 


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1 may be cast by the deceased participant’s bene2 ficiary; and 

3 ‘‘(ii) trustee vacancies are filled— 

4 ‘‘(I) by the election process, and not by ap5 pointment; and 

6 ‘‘(II) not later than one month after the 

7 trustee position is vacant.’’. 

8 SEC. 3. PROXY VOTING GUIDELINES FOR SINGLE EM9 PLOYER PLANS. 

10 (a) ESTABLISHMENT OF PLAN.—Section 402 of the 

11 Employee Retirement Income Security Act of 1974 (29 

12 U.S.C. 1102) is amended by adding at the end the fol13 lowing: 

14 ‘‘(d) PROXY VOTING GUIDELINES FOR SINGLE EM15 PLOYER PLANS.— 

16 ‘‘(1) IN GENERAL.—The trustees of a plan shall 

17 establish a set of proxy voting guidelines to direct 

18 the voting of the plan’s shares of corporate stock by 

19 plan fiduciaries, except in the case of an employee 

20 stock ownership plan as defined in section 

21 407(d)(6). 

22 ‘‘(2) TRUSTEES.— 

23 ‘‘(A) TRAINING.—Each plan trustee de24 scribed in paragraph (1) shall undergo training, 

25 which shall— 


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1 ‘‘(i) include education on proxy voting 

2 issues, fund and executive compensation 

3 practices, procedural prudence, and appro4 priate long-term investing for retirement 

5 savers; and 

6 ‘‘(ii) be administered by a third party 

7 nonprofit organization with significant ex8 perience in educating trustees for service 

9 as employee representatives on employee 

10 benefit boards. 

11 ‘‘(B) TRAINING CURRICULUM.—The train12 ing described in subparagraph (A) shall follow 

13 a curriculum established by an entity selected 

14 by the Secretary. 

15 ‘‘(C) FIDUCIARY DUTY TO UNDERGO

16 TRAINING.—A failure to undergo training and 

17 fulfill the obligation to develop guidelines in ac18 cordance with paragraph (1) shall be deemed to 

19 be a violation of fiduciary duties under section 

20 404. 

21 ‘‘(3) VOTING GUIDELINES WITH RESPECT TO

22 DIFFERENT INVESTMENT OPTIONS.—A plan may es23 tablish multiple voting guidelines, with each set of 

24 voting guidelines applicable to specific fiduciaries 


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1 and investment options available to the plan partici2 pants. 

3 ‘‘(4) AVAILABILITY OF VOTING GUIDELINES.— 

4 The voting guidelines established pursuant to this 

5 subsection with respect to a plan shall be made 

6 available to all plan participants and beneficiaries. 

7 ‘‘(5) INVESTMENT COMPANIES AND POOLED IN8 VESTMENT VEHICLES.— 

9 ‘‘(A) PROVISION OF VOTING GUIDE10 LINES.—If an employee benefit plan is invested 

11 in securities issued by an investment company 

12 registered under the Investment Company Act 

13 of 1940 (15 U.S.C. 80a–1), or any other pooled 

14 investment vehicle, the trustees described in 

15 paragraph (1) shall provide to the company the 

16 voting guidelines established under paragraph 

17 (1). 

18 ‘‘(B) PROXY VOTING.—An investment com19 pany or pooled investment vehicle described in 

20 subparagraph (A) shall vote in accordance with 

21 the guidelines provided under that subpara22 graph with respect to the percentage of proxies 

23 that is equivalent to the percentage of owner24 ship of the employee benefit plan in the invest25 ment company. 


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1 ‘‘(C) PROXY VOTING RECORD REPORT.— 

2 An investment company described in subpara3 graph (A) shall annually provide to the partici4 pant representation board a report on all the 

5 votes the investment company cast on behalf of 

6 the plan in the last year. Each such report shall 

7 provide the relevant provision of the plan’s 

8 guidelines illustrating how the investment com9 pany made its determination. 

10 ‘‘(D) RULE OF CONSTRUCTION.—Nothing 

11 in this paragraph may be construed to deem se12 curities issued by investment companies to em13 ployee benefit plans to be senior securities, as 

14 defined in section 18(g) of the Investment Com15 pany Act of 1940 (15 U.S.C. 80–18(g)). 

16 ‘‘(6) EXEMPTION FOR SMALL PLANS.—The Sec17 retary may exempt from the requirements of this 

18 subsection any plan with fewer than 100 partici19 pants, subject to the same requirements with respect 

20 to an exemption to reporting requirements under 

21 section 2520.104–46 of title 29, Code of Federal 

22 Regulations (or any successor regulations). 

23 ‘‘(7) CONFORMING WITH SECURE ACT.—Not 

24 later than one year after the enactment of this sub25 section, the Secretary shall promulgate rules to enVerDate Sep 11 2014 00:06 Jul 24, 2021 Jkt 019200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\H3308.IH H3308

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1 sure that the requirements of this subsection apply 

2 to multiple employer plans with pooled providers 

3 plans as described in section 413(e) of the Internal 

4 Revenue Code of 1986. 

5 ‘‘(8) INVESTMENT MANAGER PROXY VOTING

6 POLICIES.—No investment manager shall require 

7 participating investors to accept the investment 

8 manager’s own proxy voting policy as a condition of 

9 investment’’. 

10 (b) PRUDENCE REQUIREMENT.—Section 404(a)(1) 

11 of the Employee Retirement Income Security Act of 1974 

12 (29 U.S.C. 1104(a)(1)) is amended— 

13 (1) in subparagraph (C), by striking ‘‘and’’ at 

14 the end; 

15 (2) in subparagraph (D), by striking the period 

16 and inserting ‘‘; and’’; and 

17 (3) by adding at the end the following: 

18 ‘‘(E) in exercising a plan’s proxy voting rights 

19 with respect to plan assets— 

20 ‘‘(i) may vote proxies in accordance with 

21 the plan’s proxy voting guidelines as established 

22 by the plan’s trustees, unless the fiduciary de23 termines that the casting of any proxy vote 

24 would be inconsistent with subparagraphs (A) 

25 and (B); and 


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1 ‘‘(ii) may consider— 

2 ‘‘(I) the distinct and specific invest3 ment objectives and horizons of the partici4 pants and beneficiaries, especially in con5 trast with other market actors engaged in 

6 proxy voting; and 

7 ‘‘(II) the diversified nature of the 

8 plan’s investments and the effect of any 

9 negative externalities generated by port10 folio companies on the plan’s ability to pro11 vide benefits to participants and bene12 ficiaries by reducing the returns from 

13 other plan assets.’’. 

Æ 


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