HR 3402 119th Congress
To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.
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...
Excerpt from the latest CRS summary May 14, 2025 Congress.gov
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Bill journey
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Introduction Congress.gov
Introduced
Introduced in the House.
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Referred to the House Committee on Financial Services.
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Introduced in House
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Introduced in House
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Introduced in House
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| Date and time | Record | Official detail | Source |
|---|---|---|---|
| IntroductionIntroduced | Introduced in the House. | Congress.gov | |
| Official actionReferred to the House Committee on Financial Services. | No additional detail supplied.IntroReferral · House floor actions · Code H11100 | Congress.gov | |
| Official actionIntroduced in House | No additional detail supplied.IntroReferral · Library of Congress · Code Intro-H | Congress.gov | |
| Official actionIntroduced in House | No additional detail supplied.IntroReferral · Library of Congress · Code 1000 | Congress.gov | |
| Text versionIntroduced in House | A dated text-version record is available. | Congress.gov |
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CRS 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.
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Text versions
- Introduced in HouseMay 14, 2025