I 
119TH CONGRESS 
1ST SESSION H. R. 4098 
To amend the Securities Exchange Act of 1934 to prohibit certain acts 
by proxy advisory firms, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 24, 2025 
Mr. FITZGERALD introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to prohibit 
certain acts by proxy advisory firms, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Stopping Proxy Advi-
sor Racketeering Act’’. 
SEC. 2. CONDUCT OF PROXY ADVISORY FIRMS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 14B the fol-
lowing: 
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‘‘SEC. 14C. CONDUCT OF PROXY ADVISORY FIRMS. 
‘‘(a) PROHIBITED CONDUCT.—It shall be unlawful 
for a proxy advisory firm to provide proxy voting advice 
if the proxy advisory firm possesses a conflict of interest, 
direct or indirect, including by— 
‘‘(1) providing consulting services offered di-
rectly or indirectly through an affiliate to a reg-
istrant; 
‘‘(2) modifying a voting recommendation or oth-
erwise departing from the adopted systematic proce-
dures and methodologies of the proxy advisory firm 
or affiliate for the provision of proxy voting advice 
based on whether a registrant, or affiliate of the reg-
istrant, subscribes or will subscribe to the services or 
products of the proxy advisory firm or any affiliate 
of the proxy advisory firm; 
‘‘(3) providing proxy voting advice during any 
period of time when the proxy advisory firm or any 
affiliate of the proxy advisory firm is providing stew-
ardship or engagement services to a shareholder pro-
ponent, a non-issuer, a soliciting person, or affiliate 
of any of the foregoing related to the matter covered 
by the proxy voting advice; or 
‘‘(4) being a member of any organization that 
supports a shareholder-sponsored proposal that is, or 
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is substantially the same subject matters as, the 
proxy voting advice. 
‘‘(b) ADMINISTRATIVE
CIVIL
PENALTIES
AVAIL-
ABLE.—If the Commission finds, after notice and oppor-
tunity for hearing in a proceeding instituted pursuant to 
section 21C, that a proxy advisory firm violated subsection 
(a), the Commission may, in addition to entering an order 
under section 21C, impose a civil penalty against the 
proxy advisory firm and any other person that the Com-
mission finds was a cause of such violation. The deter-
mination to impose such a civil penalty and the amount 
of the penalty shall be governed by the standards set forth 
in section 21B. 
‘‘(c) DEFINITIONS.—In this section: 
‘‘(1) CONSULTING SERVICES.—With respect to 
a proxy advisory firm or an affiliate of a proxy advi-
sory firm, the term ‘consulting services’ means— 
‘‘(A) providing any non-public information 
with respect to a proxy advisory firm’s polices 
or ratings methodologies; 
‘‘(B) any services designed to provide guid-
ance or advice regarding any corporate govern-
ance, compensation, corporate social responsi-
bility, environmental, social, political, or other 
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