IB 
Union Calendar No. 186 
118TH CONGRESS 
1ST SESSION H. R. 5337 
[Report No. 118–227] 
To amend the Employee Retirement Income Security Act of 1974 to clarify 
the application of prudence and exclusive purpose duties to the exercise 
of shareholder rights. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 5, 2023 
Mrs. HOUCHIN introduced the following bill; which was referred to the 
Committee on Education and the Workforce 
SEPTEMBER 26, 2023 
Additional sponsors: Mr. HUIZENGA, Mr. SESSIONS, Mr. GROTHMAN, Mr. 
WILSON of South Carolina, Mr. ESTES, Mr. BARR, Mr. FLOOD, and Mr. 
OWENS 
SEPTEMBER 26, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on September 5, 2023] 
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A BILL 
To amend the Employee Retirement Income Security Act 
of 1974 to clarify the application of prudence and exclu-
sive purpose duties to the exercise of shareholder rights. 
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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 ‘‘Retirement Proxy Pro-
tection Act’’. 
SEC. 2. EXERCISE OF SHAREHOLDER RIGHTS. 
(a) IN GENERAL.—Section 404 of the Employee Re-
tirement Income Security Act of 1974 (29 U.S.C. 1104) is 
amended by adding at the end the following new subsection: 
‘‘(f) EXERCISE OF SHAREHOLDER RIGHTS.— 
‘‘(1) AUTHORITY
TO
EXERCISE
SHAREHOLDER 
RIGHTS.— 
‘‘(A) IN GENERAL.—The fiduciary duty to 
manage plan assets that are shares of stock in-
cludes the management of shareholder rights ap-
purtenant to those shares, including the right to 
vote proxies. When deciding whether to exercise 
a shareholder right and in exercising such right, 
including the voting of proxies, a fiduciary must 
act prudently and solely in the interests of par-
ticipants and beneficiaries and for the exclusive 
purpose of providing benefits to participants and 
beneficiaries and defraying the reasonable ex-
penses of administering the plan. The fiduciary 
duty to manage shareholder rights appurtenant 
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to shares of stock does not require the voting of 
every proxy or the exercise of every shareholder 
right. 
‘‘(B) EXCEPTION.—This subsection shall not 
apply to voting, tender, and similar rights with 
respect to securities that are passed through pur-
suant to the terms of an individual account plan 
to participants and beneficiaries with accounts 
holding such securities. 
‘‘(2) REQUIREMENTS FOR EXERCISE OF SHARE-
HOLDER RIGHTS.—A fiduciary, when deciding wheth-
er to exercise a shareholder right and when exercising 
a shareholder right— 
‘‘(A) shall— 
‘‘(i) act solely in accordance with the 
economic interest of the plan and its par-
ticipants and beneficiaries; 
‘‘(ii) consider any costs involved; 
‘‘(iii) evaluate material facts that form 
the basis for any particular proxy vote or 
exercise of shareholder rights; and 
‘‘(iv) maintain a record of any proxy 
vote, proxy voting activity, or other exercise 
of a shareholder right, including any at-
tempt to influence management; and 
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‘‘(B) shall not subordinate the interests of 
participants and beneficiaries in their retire-
ment income or financial benefits under the plan 
to any non-pecuniary objective, or promote non- 
pecuniary benefits or goals unrelated to those fi-
nancial interests of the plan’s participants and 
beneficiaries. 
‘‘(3) MONITORING.—A fiduciary shall exercise 
prudence and diligence in the selection and moni-
toring of a person, if any, selected to advise or other-
wise assist with the exercise of shareholder rights, in-
cluding by providing research and analysis, rec-
ommendations on exercise of proxy voting or other 
shareholder rights, administrative services with re-
spect to voting proxies, and recordkeeping and report-
ing services. 
‘‘(4) INVESTMENT MANAGERS AND PROXY ADVI-
SORY FIRMS.—Where the authority to vote proxies or 
exercise other shareholder rights has been delegated to 
an investment manager pursuant to section 403(a), or 
a proxy voting advisory firm or other person who 
performs advisory services as to the voting of proxies 
or the exercise of other shareholder rights, a respon-
sible plan fiduciary shall prudently monitor the 
proxy voting activities of such investment manager or 
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advisory firm and determine whether such activities 
are in compliance with paragraphs (1) and (2). 
‘‘(5) VOTING POLICIES.— 
‘‘(A) IN GENERAL.—In deciding whether to 
vote a proxy pursuant to this subsection, the 
plan fiduciary may adopt a proxy voting policy, 
including a safe harbor proxy voting policy de-
scribed in subparagraph (B), providing that the 
authority to vote a proxy shall be exercised pur-
suant to specific parameters designed to serve the 
economic interest of the plan. 
‘‘(B) SAFE HARBOR VOTING POLICY.—With 
respect to a decision not to vote a proxy, a fidu-
ciary shall satisfy the fiduciary responsibilities 
under this subsection if such fiduciary adopts 
and is following a safe harbor proxy voting pol-
icy that— 
‘‘(i) limits voting resources to par-
ticular types of proposals that the fiduciary 
has prudently determined are substantially 
related to the business activities of the 
issuer or are expected to have a material ef-
fect on the value of the plan investment; or 
‘‘(ii) establishes that the fiduciary will 
refrain from voting on proposals or par-
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ticular types of proposals when the assets of 
a plan invested in the issuer relative to the 
total assets of such plan are below 5 percent 
(or, in the event such assets are under man-
agement, when the assets under manage-
ment invested in the issuer are below 5 per-
cent of the total assets under management). 
‘‘(C) EXCEPTION.—No proxy voting policy 
adopted pursuant to this paragraph shall pre-
clude a fiduciary from submitting a proxy vote 
when the fiduciary determines that the matter 
being voted on is expected to have a material eco-
nomic effect on the investment performance of a 
plan’s portfolio (or the investment performance 
of assets under management in the case of an in-
vestment manager); provided, however, that in 
all cases compliance with a safe harbor voting 
policy shall be presumed to satisfy fiduciary re-
sponsibilities with respect to decisions not to 
vote. 
‘‘(6) REVIEW.—A fiduciary shall periodically re-
view any policy adopted under this subsection.’’. 
(b) EFFECTIVE DATE.—The amendments made by sub-
section (a) shall apply to an exercise of shareholder rights 
occurring on or after January 1, 2024. 
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