Restoring Shareholder Transparency Act of 2022

To amend the Securities Exchange Act of 1934 to address the solicitation of proxy with respect to securities, and for other purposes. 1. Short title This Act may be cited as the Restoring Shareholder Transparency Act of 2022 2. Proxies Section 14(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(a) (3) For the purposes of this subsection, soliciting any proxy or consent or authorization in respect of a security— (A) includes the furnishing of a form of proxy or other communication to a holder of the security under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy, including any proxy voting advice that— (i) makes a recommendation to the security holder as to the vote, consent, or authorization of the security holder on a specific matter for which the approval of the security holder is solicited; and (ii) is furnished by a person that— (I) markets the expertise of the person as a provider of such proxy voting advice, separately from other forms of investment advice; and (II) sells such proxy voting advice for a fee; and (B) does not include the furnishing of any proxy voting advice by a person that furnishes such advice only in response to an unprompted request. . 3. Shareholder proposals (a) In general The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. (1) in section 6(b) ( 15 U.S.C. 78f(b) (11) The rules of the exchange do not require an issuer to be in compliance with section 240.14a–8 of title 17, Code of Federal Regulations, or any successor regulation, as a condition of having a security of the issuer listed on the exchange. ; and (2) in section 14 ( 15 U.S.C. 78n (k) Shareholder proposals Notwithstanding any other provision of law or regulation, beginning on the date of enactment of this subsection, no issuer shall be subject to the requirements of section 240.14a–8 of title 17, Code of Federal Regulations, or any successor regulation, unless the issuer agrees to be subject to those requirements. . (b) Bases for exclusion Not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission shall amend section 240.14a–8(i) of title 17, Code of Federal Regulations, or any successor regulation, to provide that all of the bases for exclusion of a proposal under that provision shall apply without regard to whether the proposal relates to a significant social policy issue. (c) Market value Not later than 30 days after the date of enactment of this Act, the Securities and Exchange Commission shall amend section 240.14a–8(b)(1) of title 17, Code of Federal Regulations, or any successor regulation— (1) by amending clause (i) to read as follows: (i) You must hold at least 1 percent of the market value of the company’s securities. (2) by striking clause (vi).

Summary: Restoring Shareholder Transparency Act of 2022 This bill limits corporate shareholder proposals and revises proxy voting protocols for shareholders. Current shareholder proposal rules address who is eligible to submit shareholder proposals for a vote and the dissemination of information to voters through a proxy statement. Under the bill, a company is not required to comply with these shareholder proposal rules. Instead, a company may opt-in to these rules. The bill also revises these rules to require a shareholder hold at least 1% of the market value of the company's securities in order to submit a shareholder proposal. Under current rules, a shareholder's ability to submit a proposal depends upon the dollar amount of shares held and the length of time the shares have been held. It also revises these rules to provide that a company's allowed bases for exclusion of a proposal apply without regard to whether the proposal relates to a significant social policy issue. Under current guidance, a shareholder proposal may overcome a company's exclusion if the proposal is of social policy significance. Finally, the bill generally prohibits proxy voting advice furnished by a person who provides such advice for a fee.