Proxy Advice Disclosure Act

Bill: 117-hr-9488
Sponsor: full_name: Rep. Donalds, Byron [R-FL-19]
Introduced: 2022-12-12
Policy area: Finance and Financial Sector
Latest action: action_date: 2022-12-12
text: Referred to the House Committee on Financial Services.

Summaries:
action_date: 2022-12-12
action_desc: Introduced in House
text: <p><b>Proxy Advice Disclosure Act </b></p> <p>This bill requires a proxy voting advice business to disclose material information involved in providing proxy voting advice to a security holder, including the methodology used, sources of information, and conflicts of interest of the business. A proxy voting advice business provides, for a fee, recommendations to security holders on specific matters for which an issuer of securities has requested security holder approval or consent. </p> <p>In addition, a proxy voting advice business must make this advice available to the issuer. Also, the security holder must be made aware of any written statement made by the issuer in response to this advice before the relevant meeting or vote.</p>

tv_txt: I 117th CONGRESS 2d Session H. R. 9488 IN THE HOUSE OF REPRESENTATIVES December 12, 2022 Mr. Donalds 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 proxy voting advice businesses to disclose certain information, and for other purposes.

1. Short title This Act may be cited as the Proxy Advice Disclosure Act . 2. Proxy voting advice business disclosure requirements Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) is amended by adding at the end the following: (k) Proxy voting advice business disclosure requirements (1) In general A proxy voting advice business that makes proxy voting advice available to a security holder shall adopt and make publicly available written policies and procedures reasonably designed to ensure that— (A) an issuer that is the subject of proxy voting advice has such advice made available to the issuer not later than the time when such advice is disseminated to the security holder; and (B) the security holder is provided with a mechanism by which the security holder can reasonably be expected to become aware of any written statements regarding such proxy voting advice by the issuer that is the subject of such advice, in a timely manner before the applicable meeting, vote, consent, or authorization. (2) Failure to disclose material information It shall be unlawful for a proxy voting advice business, in providing proxy voting advice to a security holder, to fail to disclose material information regarding the proxy voting advice, including information regarding the methodology, sources of information, or conflicts of interest of such proxy voting advice business. (3) Definitions In this subsection: (A) Proxy voting advice With respect to a security of an issuer, the term proxy voting advice means providing a recommendation to a security holder on a specific matter of which the issuer has requested security holder approval, vote, or consent. (B) Proxy voting advice business The term proxy voting advice business means a person that— (i) holds itself out as a provider for proxy voting advice separately from other forms of investment advice; and (ii) sells proxy voting advice for a fee. .