II 117th CONGRESS 2d Session S. 3945 IN THE SENATE OF THE UNITED STATES March 29, 2022 Mr. Hagerty (for himself, Mr. Daines , Mr. Tillis , and Ms. Lummis ) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To amend the Securities Exchange Act of 1934 to address the solicitation of proxy with respect to securities, and for other purposes.

1. Short title This Act may be cited as the Restoring Shareholder Transparency Act of 2022 . 2. Proxies Section 14(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(a) ) is amended by adding at the end the following: (3) For the purposes of this subsection, soliciting any proxy or consent or authorization in respect of a security— (A) includes the furnishing of a form of proxy or other communication to a holder of the security under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy, including any proxy voting advice that— (i) makes a recommendation to the security holder as to the vote, consent, or authorization of the security holder on a specific matter for which the approval of the security holder is solicited; and (ii) is furnished by a person that— (I) markets the expertise of the person as a provider of such proxy voting advice, separately from other forms of investment advice; and (II) sells such proxy voting advice for a fee; and (B) does not include the furnishing of any proxy voting advice by a person that furnishes such advice only in response to an unprompted request. . 3. Shareholder proposals (a) In general The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ) is amended— (1) in section 6(b) ( 15 U.S.C. 78f(b) ), by adding at the end the following: (11) The rules of the exchange do not require an issuer to be in compliance with section 240.14a–8 of title 17, Code of Federal Regulations, or any successor regulation, as a condition of having a security of the issuer listed on the exchange. ; and (2) in section 14 ( 15 U.S.C. 78n ), by adding at the end the following: (k) Shareholder proposals Notwithstanding any other provision of law or regulation, beginning on the date of enactment of this subsection, no issuer shall be subject to the requirements of section 240.14a–8 of title 17, Code of Federal Regulations, or any successor regulation, unless the issuer agrees to be subject to those requirements. . (b) Bases for exclusion Not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission shall amend section 240.14a–8(i) of title 17, Code of Federal Regulations, or any successor regulation, to provide that all of the bases for exclusion of a proposal under that provision shall apply without regard to whether the proposal relates to a significant social policy issue. (c) Market value Not later than 30 days after the date of enactment of this Act, the Securities and Exchange Commission shall amend section 240.14a–8(b)(1) of title 17, Code of Federal Regulations, or any successor regulation— (1) by amending clause (i) to read as follows: (i) You must hold at least 1 percent of the market value of the company’s securities. ; and (2) by striking clause (vi).