I 
118TH CONGRESS 
1ST SESSION H. R. 4662 
To require the Securities and Exchange Commission to conduct a study 
of certain issues with respect to shareholder proposals, proxy advisory 
firms, and the proxy process, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 14, 2023 
Mrs. WAGNER introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To require the Securities and Exchange Commission to con-
duct a study of certain issues with respect to shareholder 
proposals, proxy advisory firms, and the proxy process, 
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 ‘‘Corporate Governance 
Examination Act’’. 
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SEC. 2. STUDY OF CERTAIN ISSUES WITH RESPECT TO 
SHAREHOLDER PROPOSALS, PROXY ADVI-
SORY FIRMS, AND THE PROXY PROCESS. 
Section 4(j) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(j)) is amended by adding at the end the 
following: 
‘‘(10) STUDY
OF
CERTAIN
ISSUES
WITH
RE-
SPECT TO SHAREHOLDER PROPOSALS, PROXY ADVI-
SORY FIRMS, AND THE PROXY PROCESS.— 
‘‘(A) IN
GENERAL.—Not later than 180 
days after the date of the enactment of this 
paragraph, and every 5 years thereafter, the 
Commission shall conduct a comprehensive 
study on shareholder proposals, proxy advisory 
firms, and the proxy process. 
‘‘(B) SCOPE OF STUDY.—The studies re-
quired under subparagraph (A) shall cover— 
‘‘(i) the previous 10 years, with re-
spect to the initial study; and 
‘‘(ii) the previous 5 years, with respect 
to each other study. 
‘‘(C) CONTENTS.—Each study required 
under subparagraph (A) shall address the fol-
lowing issues: 
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‘‘(i) The financial and other incentives 
and obligations of all groups involved in 
the proxy process. 
‘‘(ii) A consideration of whether finan-
cial and other incentives have created a 
process that no longer serves the economic 
interests of long-term retail investors. 
‘‘(iii) An analysis of whether regula-
tions and financial incentives have created 
and protected the outsized influence of 
proxy advisors or a duopoly in proxy ad-
vice, and if so, what are the benefits and 
costs of that outsized influence or duopoly. 
‘‘(iv) The costs incurred by issuers in 
responding to politically-, environmentally- 
, or socially-motivated shareholder pro-
posals. 
‘‘(v) An assessment, including a cost- 
benefit analysis, of the adequacy of the 
current submission thresholds in Rule 
14a–8 (17 C.F.R. 240.14a–8) to ensure 
that shareholder proponents have dem-
onstrated a meaningful economic stake in 
a company, which is appropriate to effec-
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tively serve markets and shareholders at 
large. 
‘‘(vi) An examination of the extent to 
which the politicization of the shareholder 
proposal process is increasing the oper-
ating costs of public companies. 
‘‘(vii) An analysis of the impact that 
shareholder proposals have on discouraging 
private companies from going public. 
‘‘(viii) An evaluation of the risk that 
shareholder proposals may contribute to 
the balkanization of the U.S. economy over 
time. 
‘‘(ix) A thorough assessment of the 
economic analysis, if any, conducted by 
proxy advisory firms and institutional 
shareholders when recommending or voting 
in favor of shareholder proposals. 
‘‘(x) A review of the extent to which 
institutional investors, who owe fiduciary 
duties, rely on proxy advisory firm rec-
ommendations. 
‘‘(xi) An assessment of whether, in 
light of their significant influence on cor-
porate actions and vote outcomes, proxy 
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advisors are subject to sufficient and effec-
tive regulation to ensure that their policies 
and recommendations are accurate, free of 
conflicts, and benefit the economic best in-
terest of shareholders at large. 
‘‘(D) REPORT.—At the completion of each 
study required under subparagraph (A) the 
Commission shall issue a report to the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial 
Services of the House of Representatives that 
includes the results of the study. 
‘‘(E) PROXY ADVISORY FIRM DEFINED.— 
In this paragraph, the term ‘proxy advisory 
firm’— 
‘‘(i) means any person who is pri-
marily engaged in the business of pro-
viding proxy voting advice, research, anal-
ysis, ratings, or recommendations to cli-
ents, which conduct constitutes a solicita-
tion within the meaning of section 14 of 
the Securities Exchange Act of 1934; and 
‘‘(ii) does not include any person that 
is exempt under law or regulation from the 
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requirements otherwise applicable to per-
sons engaged in such a solicitation.’’. 
Æ 
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