Asset managers and pension funds that use outside proxy advisory firms — companies that recommend how to vote on corporate shareholder proposals — would face new federal disclosure requirements under this bill. These managers would need to file annual reports with the SEC detailing how they voted on each shareholder proposal, what percentage of votes matched their advisory firm's recommendations, and a certification that decisions were made solely in shareholders' best financial interest. The largest managers, those handling $100 billion or more in assets, would also have to perform a documented economic analysis before voting against recommendations from boards with a majority of independent directors. The aim is to make large institutional investors more directly accountable to the everyday investors whose money they manage.
Transparency & Accountability
- Annual proxy voting disclosure — Institutional managers required to report to the SEC on advisory firm reliance, vote alignment, and fiduciary reasoning
- Economic analysis documentation — Managers with $100B+ AUM must document economic justification for votes against independent board recommendations
- Fiduciary certification requirement — Annual certification added that votes were cast solely in shareholders' best economic interest
Congressional Summary
This bill requires certain institutional investment managers that use proxy advisory firms to disclose information related to voting on shareholder proposals. (Proxy advisory firms provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)Generally, institutional investment managers must report annually (1) how the manager voted on each shareholder proposal, (2) the percentage of votes cast in accordance with proxy advisory firm recommendations, and (3) explanations such as how votes are reconciled with fiduciary duties. Managers must also certify that votes were based solely on the best economic interest of the shareholders.In addition, large institutional investment managers must (1) inform customers that shareholders are not required to vote on every proposal; (2) on certain votes, determine through an economic analysis the vote that is in the best economic interest of shareholders; and (3) report any such analysis annually.
Details
- Congress
- 119th
- Chamber
- House
- Status
- summarized
- Action
- Introduced in House
- Action Date
- 2025-05-14
- Date Added
- 2026-05-01
- Source
- Congress.gov →
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