Sponsors (2)
The bill boosts shareholder and market transparency—helping investors make better voting and pricing decisions—at the cost of additional compliance and administrative burdens for issuers and potential privacy/strategic exposure for large holders.
Individual and retail shareholders (including middle-class families) will receive standardized disclosures of major holders' share percentages and combined voting power, enabling more informed voting at annual meetings and clearer understanding of who controls director elections.
Financial markets and investors will benefit from improved transparency about voting-power in multi-class firms, reducing information asymmetry and aiding price discovery for affected securities.
Public companies will incur additional compliance costs to collect, calculate, and include detailed voting-power disclosures in filings and proxy materials.
Smaller issuers with multi-class share structures will face relatively larger administrative and reporting burdens to calculate combined voting power and update disclosures annually.
Large holders, some investors, and executives may face privacy or strategic concerns because publicly disclosing ownership percentages and voting-power can reveal positions or bargaining information.
Based on analysis of 2 sections of legislative text.
Directs the SEC to require public companies with multi‑class shares to disclose ownership percentages and voting power for key persons and 5%+ holders in proxy materials.
Official title: Amend the Securities and Exchange Act of 1934 to require issuers with a multi-class stock structure to make certain disclosures in any proxy or consent solicitation material, and for other purposes.
Introduced February 11, 2026 by Ruben Gallego · Last progress February 11, 2026
Requires the SEC to write rules forcing public companies that have multi-class share structures (two or more classes with different voting rights for director elections) to disclose who owns what and how much voting power they hold. The disclosures must appear in annual meeting proxy/consent materials or other SEC filings and must list, for each director, nominee, named executive officer, and any beneficial owner with 5%+ of combined voting power, (A) percent of outstanding voting securities they beneficially own across all voting classes and (B) their percent of total combined voting power.