I 
118TH CONGRESS 
1ST SESSION 
H. R. 448 
To amend the Securities Exchange Act of 1934 to require the registration 
of proxy advisory firms, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JANUARY 24, 2023 
Mr. STEIL (for himself, Mr. BARR, Mr. DAVIDSON, Mr. AMODEI, Mr. 
GIMENEZ, Mr. FERGUSON, Mr. FLOOD, Mr. JOYCE of Ohio, Mr. ROSE, 
Mr. MEUSER, Mr. FITZGERALD, Ms. STEFANIK, and Mr. HILL) intro-
duced the following bill; which was referred to the Committee on Finan-
cial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to require 
the registration of 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 ‘‘Putting Investors First 
Act of 2023’’. 
SEC. 2. DEFINITIONS. 
(a) IN GENERAL.—In this Act: 
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(1) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) PROXY ADVISORY FIRM.—The term ‘‘proxy 
advisory firm’’ has the meaning given the term in 
paragraph (81) of section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)), as added by 
this Act. 
(3) STATE.—The term ‘‘State’’ has the mean-
ing given the term in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)). 
(b) SECURITIES EXCHANGE ACT OF 1934 DEFINI-
TIONS.—Section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)) is amended by adding at the end 
the following: 
‘‘(81) PROXY
ADVISORY
FIRM.—The term 
‘proxy advisory firm’— 
‘‘(A) means any person who is primarily 
engaged in the business of providing proxy vot-
ing advice, research, analysis, ratings, or rec-
ommendations to clients, which conduct con-
stitutes a solicitation within the meaning of sec-
tion 14; and 
‘‘(B) does not include any person that is 
exempt under law or regulation from the re-
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quirements otherwise applicable to persons en-
gaged in such a solicitation. 
‘‘(82) PERSON ASSOCIATED WITH A PROXY AD-
VISORY FIRM.—The term ‘person associated’ with a 
proxy advisory firm— 
‘‘(A) means— 
‘‘(i) any partner, officer, or director of 
a proxy advisory firm (or any person occu-
pying a similar status or performing simi-
lar functions); 
‘‘(ii) any person directly or indirectly 
controlling, controlled by, or under com-
mon control with a proxy advisory firm; 
‘‘(iii) any employee of a proxy advi-
sory firm; or 
‘‘(iv) any person the Commission de-
termines by rule is controlled by a proxy 
advisory firm; and 
‘‘(B) does not include any person that per-
forms clerical or ministerial functions with re-
spect to a proxy advisory firm.’’. 
SEC. 3. REGISTRATION OF PROXY ADVISORY FIRMS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 15G the following new section: 
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‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 
‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 
for a proxy advisory firm to make use of the mails or any 
means or instrumentality of interstate commerce to pro-
vide proxy voting advice, research, analysis, ratings or rec-
ommendations to any client, unless such proxy advisory 
firm is registered under this section. 
‘‘(b) REGISTRATION PROCEDURES.— 
‘‘(1) APPLICATION FOR REGISTRATION.— 
‘‘(A) IN GENERAL.—A proxy advisory firm 
shall file with the Commission an application 
for registration, in such form as the Commis-
sion shall require, by rule or regulation, and 
containing the information described in sub-
paragraph (B). 
‘‘(B) REQUIRED INFORMATION.—An appli-
cation for registration under this section shall 
contain information regarding— 
‘‘(i) a certification that the applicant 
is able to consistently provide proxy advice 
based on accurate information; 
‘‘(ii) the procedures and methodolo-
gies that the applicant uses in developing 
proxy voting recommendations; 
‘‘(iii) the organizational structure of 
the applicant; 
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‘‘(iv) whether or not the applicant has 
in effect a code of ethics, and if not, the 
reasons therefor; 
‘‘(v) any potential or actual conflict of 
interest relating to the provision of proxy 
advisory services, including those arising 
out of or resulting from the ownership 
structure of the applicant or the provision 
of other services by the applicant or any 
person associated with the applicant; 
‘‘(vi) the policies and procedures in 
place to publicly disclose and manage con-
flicts of interest under subsection (f); 
‘‘(vii) information related to the pro-
fessional and academic qualifications of 
staff tasked with providing proxy advisory 
services; and 
‘‘(viii) any other information and doc-
uments concerning the applicant and any 
person associated with such applicant as 
the Commission, by rule, may prescribe as 
necessary or appropriate in the public in-
terest or for the protection of investors. 
‘‘(2) REVIEW OF APPLICATION.— 
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‘‘(A) INITIAL DETERMINATION.—Not later 
than 90 days after the date on which the appli-
cation for registration is filed with the Commis-
sion under paragraph (1) (or within such longer 
period as to which the applicant consents) the 
Commission shall— 
‘‘(i) by order, grant registration; or 
‘‘(ii) institute proceedings to deter-
mine whether registration should be de-
nied. 
‘‘(B) CONDUCT OF PROCEEDINGS.— 
‘‘(i) CONTENT.—Proceedings referred 
to in subparagraph (A)(ii) shall— 
‘‘(I) include notice of the grounds 
for denial under consideration and an 
opportunity for hearing; and 
‘‘(II) be concluded not later than 
120 days after the date on which the 
application for registration is filed 
with the Commission under paragraph 
(1). 
‘‘(ii) DETERMINATION.—At the con-
clusion of such proceedings, the Commis-
sion, by order, shall grant or deny such ap-
plication for registration. 
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‘‘(iii) EXTENSION AUTHORIZED.—The 
Commission may extend the time for con-
clusion of such proceedings for not longer 
than 90 days, if the Commission finds 
good cause for such extension and pub-
lishes its reasons for so finding, or for such 
longer period as to which the applicant 
consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant registration under this sub-
section— 
‘‘(i) if the Commission finds that the 
requirements of this section are satisfied; 
and 
‘‘(ii) unless the Commission finds (in 
which case the Commission shall deny such 
registration) that— 
‘‘(I) the applicant has failed to 
certify to the Commission’s satisfac-
tion that it is able to consistently pro-
vide proxy advice based on accurate 
information and to materially comply 
with the procedures and methodolo-
gies disclosed under paragraph (1)(B) 
and with subsections (f) and (g); or 
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‘‘(II) if the applicant were so reg-
istered, its registration would be sub-
ject to suspension or revocation under 
subsection (d). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission shall make 
the information and documents submitted to the 
Commission by a proxy advisory firm in its com-
pleted application for registration, or in any amend-
ment submitted under paragraph (1) or (2) of sub-
section (c), publicly available on the Commission’s 
website, or through another comparable, readily ac-
cessible means. 
‘‘(c) UPDATE OF REGISTRATION.— 
‘‘(1) UPDATE.—Each registered proxy advisory 
firm shall promptly amend and update its applica-
tion for registration under this section if any infor-
mation or document provided therein becomes mate-
rially inaccurate, except that a registered proxy advi-
sory firm is not required to amend the information 
required to be filed under subsection (b)(1)(B)(i) by 
filing information under this paragraph, but shall 
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
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