SEC. 2. TRUSTEESHIP OF SINGLE-EMPLOYER PLANS. 
Section 403(a) of the Employee Retirement Income 
Security Act of 1974 (29 U.S.C. 1103(a)) is amended— 
(1) by redesignating paragraphs (1) and (2) as 
subparagraphs (A) and (B), respectively; 
(2) by striking ‘‘Except as’’ and inserting ‘‘(1) 
Except as’’; and 
(3) by adding at the end the following: 
‘‘(2)(A) The assets of a single-employer plan shall be 
held in trust by a joint board of trustees, which shall con-
sist of 2 or more trustees representing on an equal basis 
the interests of the employer or employers maintaining the 
plan and the interests of the participants and their bene-
ficiaries. 
‘‘(B)(i) Except as provided in clause (ii), in any case 
in which the plan is maintained pursuant to one or more 
collective bargaining agreements between one or more em-
ployee organizations and one or more employers, the trust-
ees representing the interests of the participants and their 
beneficiaries shall be designated by such employee organi-
zations. 
‘‘(ii) In any case in which clause (i) does not apply 
with respect to a single-employer plan because the plan 
is not described in clause (i), the trustee or trustees rep-
resenting the interests of the participants and their bene-
ficiaries shall consist of 1 or more participants under the 
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plan elected to serve as such in accordance with this 
clause. 
‘‘(C) Not later than one year after the date of enact-
ment of the Encouraging More Proxy voting by Organized 
Workers, Employees, and Retirement Savers Act, the Sec-
retary shall issue rules with respect to the election of 
trustees and certification of the results of such elections 
under subparagraph (B)(ii). Such rules shall ensure 
that— 
‘‘(i) employee trustee elections are— 
‘‘(I) fair and democratic and free from in-
terference by the employer, the employer’s fidu-
ciaries, and the investment managers; 
‘‘(II) designed to maximize participation by 
plan participants and their beneficiaries and to 
be convenient for participants, and their bene-
ficiaries when appropriate, to vote; 
‘‘(III) use the latest technologies to meet 
the objectives described in subclause (II); 
‘‘(IV) provide for a secret ballot to be used 
by the participants of the plan (or, in the case 
of a deceased participant, by the beneficiary of 
such participant); and 
‘‘(V) provide one vote per participant, 
which, in the event a participant is deceased, 
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may be cast by the deceased participant’s bene-
ficiary; and 
‘‘(ii) trustee vacancies are filled— 
‘‘(I) by the election process, and not by ap-
pointment; and 
‘‘(II) not later than one month after the 
trustee position is vacant.’’. 
SEC. 3. PROXY VOTING GUIDELINES FOR SINGLE EM-
PLOYER PLANS. 
(a) ESTABLISHMENT OF PLAN.—Section 402 of the 
Employee Retirement Income Security Act of 1974 (29 
U.S.C. 1102) is amended by adding at the end the fol-
lowing: 
‘‘(d) PROXY VOTING GUIDELINES FOR SINGLE EM-
PLOYER PLANS.— 
‘‘(1) IN GENERAL.—The trustees of a plan shall 
establish a set of proxy voting guidelines to direct 
the voting of the plan’s shares of corporate stock by 
plan fiduciaries, except in the case of an employee 
stock 
ownership 
plan 
as 
defined 
in 
section 
407(d)(6). 
‘‘(2) TRUSTEES.— 
‘‘(A) TRAINING.—Each plan trustee de-
scribed in paragraph (1) shall undergo training, 
which shall— 
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‘‘(i) include education on proxy voting 
issues, fund and executive compensation 
practices, procedural prudence, and appro-
priate long-term investing for retirement 
savers; and 
‘‘(ii) be administered by a third party 
nonprofit organization with significant ex-
perience in educating trustees for service 
as employee representatives on employee 
benefit boards. 
‘‘(B) TRAINING CURRICULUM.—The train-
ing described in subparagraph (A) shall follow 
a curriculum established by an entity selected 
by the Secretary. 
‘‘(C) FIDUCIARY
DUTY
TO
UNDERGO 
TRAINING.—A failure to undergo training and 
fulfill the obligation to develop guidelines in ac-
cordance with paragraph (1) shall be deemed to 
be a violation of fiduciary duties under section 
404. 
‘‘(3) VOTING GUIDELINES WITH RESPECT TO 
DIFFERENT INVESTMENT OPTIONS.—A plan may es-
tablish multiple voting guidelines, with each set of 
voting guidelines applicable to specific fiduciaries 
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and investment options available to the plan partici-
pants. 
‘‘(4) AVAILABILITY OF VOTING GUIDELINES.— 
The voting guidelines established pursuant to this 
subsection with respect to a plan shall be made 
available to all plan participants and beneficiaries. 
‘‘(5) INVESTMENT COMPANIES AND POOLED IN-
VESTMENT VEHICLES.— 
‘‘(A) 
PROVISION
OF
VOTING
GUIDE-
LINES.—If an employee benefit plan is invested 
in securities issued by an investment company 
registered under the Investment Company Act 
of 1940 (15 U.S.C. 80a–1), or any other pooled 
investment vehicle, the trustees described in 
paragraph (1) shall provide to the company the 
voting guidelines established under paragraph 
(1). 
‘‘(B) PROXY VOTING.—An investment com-
pany or pooled investment vehicle described in 
subparagraph (A) shall vote in accordance with 
the guidelines provided under that subpara-
graph with respect to the percentage of proxies 
that is equivalent to the percentage of owner-
ship of the employee benefit plan in the invest-
ment company. 
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‘‘(C) PROXY VOTING RECORD REPORT.— 
An investment company described in subpara-
graph (A) shall annually provide to the partici-
pant representation board a report on all the 
votes the investment company cast on behalf of 
the plan in the last year. Each such report shall 
provide the relevant provision of the plan’s 
guidelines illustrating how the investment com-
pany made its determination. 
‘‘(D) RULE OF CONSTRUCTION.—Nothing 
in this paragraph may be construed to deem se-
curities issued by investment companies to em-
ployee benefit plans to be senior securities, as 
defined in section 18(g) of the Investment Com-
pany Act of 1940 (15 U.S.C. 80–18(g)). 
‘‘(6) EXEMPTION FOR SMALL PLANS.—The Sec-
retary may exempt from the requirements of this 
subsection any plan with fewer than 100 partici-
pants, subject to the same requirements with respect 
to an exemption to reporting requirements under 
section 2520.104–46 of title 29, Code of Federal 
Regulations (or any successor regulations). 
‘‘(7) CONFORMING
WITH
SECURE
ACT.—Not 
later than one year after the enactment of this sub-
section, the Secretary shall promulgate rules to en-
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sure that the requirements of this subsection apply 
to multiple employer plans with pooled providers 
plans as described in section 413(e) of the Internal 
Revenue Code of 1986. 
‘‘(8) INVESTMENT
MANAGER
PROXY
VOTING 
POLICIES.—No investment manager shall require 
participating investors to accept the investment 
manager’s own proxy voting policy as a condition of 
investment’’. 
(b) PRUDENCE REQUIREMENT.—Section 404(a)(1) 
of the Employee Retirement Income Security Act of 1974 
(29 U.S.C. 1104(a)(1)) is amended— 
(1) in subparagraph (C), by striking ‘‘and’’ at 
the end; 
(2) in subparagraph (D), by striking the period 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following: 
‘‘(E) in exercising a plan’s proxy voting rights 
with respect to plan assets— 
‘‘(i) may vote proxies in accordance with 
the plan’s proxy voting guidelines as established 
by the plan’s trustees, unless the fiduciary de-
termines that the casting of any proxy vote 
would be inconsistent with subparagraphs (A) 
and (B); and 
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‘‘(ii) may consider— 
‘‘(I) the distinct and specific invest-
ment objectives and horizons of the partici-
pants and beneficiaries, especially in con-
trast with other market actors engaged in 
proxy voting; and 
‘‘(II) the diversified nature of the 
plan’s investments and the effect of any 
negative externalities generated by port-
folio companies on the plan’s ability to pro-
vide benefits to participants and bene-
ficiaries by reducing the returns from 
other plan assets.’’. 
Æ 
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