I 
117TH CONGRESS 
2D SESSION 
H. R. 9527 
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 
DECEMBER 14, 2022 
Mr. STEIL (for himself, Mr. BARR, Mr. FERGUSON, Ms. STEFANIK, Mr. ROSE, 
Mr. DAVIDSON, Mr. AMODEI, Mr. BALDERSON, Mr. ARMSTRONG, Mr. 
WILLIAMS of Texas, Mr. HILL, Mr. FLOOD, Mr. LAMALFA, Mr. C. 
SCOTT FRANKLIN of Florida, Mr. GOODEN of Texas, Mr. RODNEY DAVIS 
of Illinois, Mr. FITZGERALD, and Mr. GIMENEZ) introduced the following 
bill; which was referred to the Committee on Financial 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 2022’’. 
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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‘‘(2) CERTIFICATION.—Not later than 90 cal-
endar days after the end of each calendar year, each 
registered proxy advisory firm shall file with the 
Commission an amendment to its registration, in 
such form as the Commission, by rule, may prescribe 
as necessary or appropriate in the public interest or 
for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such registered proxy advisory firm continue to 
be accurate in all material respects; and 
‘‘(B) listing any material change that oc-
curred to such information or documents during 
the previous calendar year. 
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not ex-
ceeding 12 months, or revoke the registration of any reg-
istered proxy advisory firm if the Commission finds, on 
the record after notice and opportunity for hearing, that 
such censure, placing of limitations, suspension, or revoca-
tion is necessary for the protection of investors and in the 
public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, 
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whether prior to or subsequent to becoming so associ-
ated— 
‘‘(1) has committed or omitted any act, or is 
subject to an order or finding, enumerated in sub-
paragraph (A), (D), (E), (H), or (G) of section 
15(b)(4), has been convicted of any offense specified 
in section 15(b)(4)(B), or is enjoined from any ac-
tion, conduct, or practice specified in subparagraph 
(C) of section 15(b)(4), during the 10-year period 
preceding the date of commencement of the pro-
ceedings under this subsection, or at any time there-
after; 
‘‘(2) has been convicted during the 10-year pe-
riod preceding the date on which an application for 
registration is filed with the Commission under this 
section, or at any time thereafter, of— 
‘‘(A) any crime that is punishable by im-
prisonment for 1 or more years, and that is not 
described in section 15(b)(4)(B); or 
‘‘(B) a substantially equivalent crime by a 
foreign court of competent jurisdiction; 
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be 
associated with a registered proxy advisory firm; 
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‘‘(4) fails to furnish the certifications required 
under subsections (b)(2)(C)(ii)(I) and (c)(2); 
‘‘(5) has engaged in one or more prohibited acts 
enumerated in paragraph (1); 
‘‘(6) fails to maintain adequate financial and 
managerial resources to consistently offer advisory 
services with integrity, including by failing to comply 
with subsection (f) or (g); or 
‘‘(7) engages in a prohibited act enumerated in 
subsection (j). 
‘‘(e) TERMINATION OF REGISTRATION.— 
‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 
proxy advisory firm may, upon such terms and con-
ditions as the Commission may establish as nec-
essary in the public interest or for the protection of 
investors, which terms and conditions shall include 
at a minimum that the registered proxy advisory 
firm will no longer conduct such activities as to 
bring it within the definition of proxy advisory firm 
in section 3(a)(81), withdraw from registration by 
filing a written notice of withdrawal to the Commis-
sion. 
‘‘(2) COMMISSION AUTHORITY.—In addition to 
any other authority of the Commission under this 
title, if the Commission finds that a registered proxy 
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advisory firm is no longer in existence or has ceased 
to do business as a proxy advisory firm, the Com-
mission, by order, shall cancel the registration under 
this section of such registered proxy advisory firm. 
‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 
‘‘(1) ORGANIZATION
POLICIES
AND
PROCE-
DURES.—Each registered proxy advisory firm shall 
establish, maintain, and enforce written policies and 
procedures reasonably designed, taking into consid-
eration the nature of the business of such registered 
proxy advisory firm and associated persons, to pub-
licly disclose and manage any conflicts of interest 
that arise or would reasonably be expected to arise 
from such business. 
‘‘(2) COMMISSION AUTHORITY.—The Commis-
sion shall, within one year of enactment, issue final 
rules to prohibit, or require the management and 
public disclosure of, any conflicts of interest relating 
to the offering of proxy advisory services by a reg-
istered proxy advisory firm, including, without limi-
tation, conflicts of interest relating to— 
‘‘(A) the manner in which a registered 
proxy advisory firm is compensated by the cli-
ent, any affiliate of the client, or any other per-
son for providing proxy advisory services; 
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‘‘(B) business relationships, ownership in-
terests, or any other financial or personal inter-
ests between a registered proxy advisory firm, 
or any person associated with such registered 
proxy advisory firm, and any client, or any af-
filiate of such client; 
‘‘(C) the formulation of proxy voting poli-
cies; 
‘‘(D) the execution, or assistance with the 
execution, of proxy votes if such votes are based 
upon recommendations made by the proxy advi-
sory firm in which a person other than the 
issuer is a proponent; and 
‘‘(E) any other potential conflict of inter-
est, as the Commission deems necessary or ap-
propriate in the public interest or for the pro-
tection of investors. 
‘‘(3) DISCLOSURE.—Each registered proxy ad-
visory firm shall annually disclose to the Commission 
and make publicly available the economic and other 
factors that a reasonable investor would expect to in-
fluence the recommendations of such proxy advisory 
firm, including the ownership composition of such 
proxy advisory firm. 
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‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV-
ICES.— 
‘‘(1) IN GENERAL.—Each registered proxy advi-
sory firm shall— 
‘‘(A) have staff and other resources suffi-
cient to produce proxy voting recommendations 
that are based on accurate and current infor-
mation; 
‘‘(B) implement procedures that permit 
issuers that are the subject of proxy voting rec-
ommendations— 
‘‘(i) access in a reasonable time to 
data and information used to make rec-
ommendations; and 
‘‘(ii) a reasonable opportunity to pro-
vide meaningful comment and corrections 
to such data and information, including 
the opportunity to present (in person or 
telephonically) details to the person re-
sponsible for developing such data and in-
formation prior to the publication of proxy 
voting recommendations to clients; 
‘‘(C) employ an ombudsman to receive 
complaints about the accuracy of information 
used in making recommendations from the sub-
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jects of the proxy advisory firm’s voting rec-
ommendations and seek to resolve those com-
plaints in a timely fashion and prior to the pub-
lication of proxy voting recommendations to cli-
ents; 
‘‘(D) if such ombudsman is unable to re-
solve such complaints prior to the publication of 
proxy voting recommendations to clients, in-
clude in the final report of the firm to clients 
a statement detailing its complaints, if re-
quested in writing by the company; and 
‘‘(E) provide to clients receiving proxy ad-
visory firm recommendations— 
‘‘(i) information demonstrating that 
draft recommendations (other than rec-
ommendations relating to an issuer-spon-
sored proposal or recommendations con-
sistent with that of the majority of the 
board of directors of the issuer) are in the 
best economic interest of shareholders; and 
‘‘(ii) a certification by the chief execu-
tive officer, chief financial officer, and the 
primary executive responsible for over-
seeing the compilation and dissemination 
of proxy voting advice that the draft rec-
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ommendations (other than recommenda-
tions relating to an issuer-sponsored pro-
posal or recommendations consistent with 
that of the majority of the board of direc-
tors of the issuer)— 
‘‘(I) are based on internal con-
trols and procedures that are designed 
to ensure accurate information; 
‘‘(II) do not violate applicable 
State or Federal law; and 
‘‘(III) prioritize economic returns 
to shareholders. 
‘‘(2) DEFINITIONS.—In this subsection: 
‘‘(A) DATA AND INFORMATION USED TO 
MAKE
RECOMMENDATIONS.—The term ‘data 
and information used to make voting rec-
ommendations’— 
‘‘(i) means the financial, operational, 
or descriptive data and information on an 
issuer used by proxy advisory firms and 
any contextual or substantive analysis im-
pacting the recommendation; and 
‘‘(ii) does not include the entirety of 
the proxy advisory firm’s final report to its 
clients. 
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‘‘(B) REASONABLE TIME.—The term ‘rea-
sonable time’— 
‘‘(i) means not less than 1 week be-
fore the publication of proxy voting rec-
ommendations for clients, unless otherwise 
defined through a final rule issued by the 
Commission; and 
‘‘(ii) shall not otherwise interfere with 
a proxy advisory firm’s ability to provide 
its clients with timely access to accurate 
proxy voting research, analysis, or rec-
ommendations. 
‘‘(h) PRIVATE RIGHT OF ACTION WITH RESPECT TO 
ILLEGAL RECOMMENDATIONS.—Any proxy advisory firm 
that endorses a proposal that is not supported by the 
issuer but is approved and subsequently found by a court 
of competent jurisdiction to violate State or Federal law 
shall be liable to the applicable issuer for the costs associ-
ated with the approval of such proposal, including imple-
mentation costs and any penalties incurred by the issuer. 
‘‘(i) DESIGNATION OF COMPLIANCE OFFICER.—Each 
registered proxy advisory firm shall designate an indi-
vidual who reports directly to senior management as re-
sponsible for administering the policies and procedures 
that are required to be established pursuant to subsections 
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(f) and (g), and for ensuring compliance with the securi-
ties laws and the rules and regulations thereunder, includ-
ing those promulgated by the Commission pursuant to this 
section. 
‘‘(j) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED ACTS AND PRACTICES.—Not 
later than one year after the date of enactment of 
this section, the Commission shall issue final rules 
to prohibit any act or practice relating to the offer-
ing of proxy advisory services by a registered proxy 
advisory firm that the Commission determines to be 
unfair, coercive, or abusive, including any act or 
practice relating to— 
‘‘(A) advisory or consulting services (of-
fered directly or indirectly, including through 
an affiliate) related to corporate governance 
issues; or 
‘‘(B) modifying a voting recommendation 
or otherwise departing from its adopted system-
atic procedures and methodologies in the provi-
sion of proxy advisory services, based on wheth-
er an issuer, or affiliate thereof, subscribes or 
will subscribe to other services or product of the 
registered proxy advisory firm or any person as-
sociated with such organization. 
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‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopt-
ed thereunder, may be construed to modify, impair, 
or supersede the operation of any of the antitrust 
laws (as defined in the first section of the Clayton 
Act, except that such term includes section 5 of the 
Federal Trade Commission Act, to the extent that 
such section 5 applies to unfair methods of competi-
tion). 
‘‘(k) STATEMENTS
OF FINANCIAL CONDITION.— 
Each registered proxy advisory firm shall, on a confiden-
tial basis, file with the Commission, at intervals deter-
mined by the Commission, such financial statements, cer-
tified (if required by the rules or regulations of the Com-
mission) by an independent public auditor, and informa-
tion concerning its financial condition, as the Commission, 
by rule, may prescribe as necessary or appropriate in the 
public interest or for the protection of investors. 
‘‘(l) ANNUAL REPORT.—Each registered proxy advi-
sory firm shall, at the beginning of each fiscal year of such 
firm, report to the Commission on the number of— 
‘‘(1) shareholder proposals its staff reviewed in 
the prior fiscal year; 
‘‘(2) recommendations made in the prior fiscal 
year; 
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‘‘(3) staff who reviewed and made recommenda-
tions on such proposals in the prior fiscal year (and 
the qualifications of such staff); and 
‘‘(4) recommendations made in the prior fiscal 
year where the proponent of such recommendation 
was a client of or received services from the proxy 
advisory firm. 
‘‘(m) TRANSPARENT
POLICIES.—Each registered 
proxy advisory firm shall file with the Commission and 
make publicly available its methodology for the formula-
tion of proxy voting policies and voting recommendations. 
‘‘(n) RULES OF CONSTRUCTION.—Registration under 
and compliance with this section does not constitute a 
waiver of, or otherwise diminish, any right, privilege, or 
defense that a registered proxy advisory firm may other-
wise have under any provision of State or Federal law, 
including any rule, regulation, or order thereunder. 
‘‘(o) REGULATIONS.— 
‘‘(1) NEW PROVISIONS.—Such rules and regula-
tions as are required by this section or are otherwise 
necessary to carry out this section, including the ap-
plication form required under subsection (a)— 
‘‘(A) shall be issued by the Commission, 
not later than 180 days after the date of enact-
ment of this section; and 
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‘‘(B) shall become effective not later than 
1 year after the date of enactment of this sec-
tion. 
‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 
later than 270 days after the date of enactment of 
this section, the Commission shall— 
‘‘(A) review its existing rules and regula-
tions which affect the operations of proxy advi-
sory firms; and 
‘‘(B) amend or revise such rules and regu-
lations in accordance with the purposes of this 
section, and issue such guidance as the Com-
mission may prescribe as necessary or appro-
priate in the public interest or for the protec-
tion of investors. 
‘‘(p) APPLICABILITY.—This section, other than sub-
section (n), which shall apply on the date of enactment 
of this section, shall apply on the earlier of— 
‘‘(1) the date on which regulations are issued in 
final form under subsection (o)(1); or 
‘‘(2) 270 days after the date of enactment of 
this section.’’. 
(b) CONFORMING AMENDMENT.—Section 17(a)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 
78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 
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after ‘‘nationally recognized statistical rating organiza-
tion,’’. 
SEC. 4. DUTIES OF INVESTMENT ADVISORS, ASSET MAN-
AGERS, AND PENSION FUNDS. 
(a) REPORTING REQUIREMENTS.—Not later than 1 
year after the date of the enactment of this Act and annu-
ally thereafter, any covered entity that retains the services 
of a proxy advisory firm with respect to the preceding year 
shall provide to the beneficiaries and customers of the cov-
ered entity, as applicable, a report that includes— 
(1) the percentage of votes cast on shareholder 
proposals that follow proxy advisor firm rec-
ommendations for each proxy advisory firm retained 
by the covered entity; 
(2) the percentage of votes cast on environ-
mental-, social-, or governance-related shareholder 
proposals that follow proxy advisory firm rec-
ommendations for each proxy advisory firm retained 
by the covered entity; and 
(3) an explanation of— 
(A) how proxy advisory firm recommenda-
tions are used by the covered entity in making 
voting decisions; 
(B) how such recommendations are rec-
onciled with the fiduciary duty of the covered 
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entity to vote in the best economic interests of 
shareholders; 
(C) how frequently votes are changed when 
an error occurs or due to new information from 
issuers; and 
(D) the degree to which investment profes-
sionals of the covered entity are involved in 
such voting decisions. 
(b) REQUIREMENTS.—With respect to shareholder 
proposals of an issuer, a covered entity with more than 
$100,000,000,000 in assets under management shall— 
(1) provide customers with a mechanism to in-
dicate how the covered entity should vote on their 
behalf; 
(2) in any materials provided to customers and 
related to customers voting their shares, clarify that 
shareholders are not required to vote on every pro-
posal; and 
(3) with respect to each shareholder proposal 
for which the covered entity voted (other than an 
issuer-sponsored proposal or a vote consistent with 
the recommendation of the majority of the board of 
directors of the issuer), make publicly available the 
economic analysis the covered entity conducted to 
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