Sponsors (2)
The bill increases disclosure and levels information for shareholders—improving transparency and governance—while imposing compliance costs and administrative burdens on issuers and exposing some large holders to privacy or strategic risks.
Individual and retail shareholders (including middle-class families and investors) will see each major holder's share percentage and voting power in proxies, giving them clearer information about who controls director elections and enabling more informed voting decisions.
Market participants (financial institutions and investors) will benefit from standardized voting-power disclosure that reduces information asymmetry and can improve price discovery for securities of multi-class firms.
Standardized voting-power data in proxies promotes fairer corporate governance by leveling the informational playing field for smaller, non-insider investors making voting decisions at annual meetings.
Public companies will incur new compliance costs to collect, calculate, and include detailed voting-power disclosures in filings and proxies, raising ongoing administrative expenses.
Smaller issuers with multi-class structures will face a relatively larger administrative burden to calculate combined voting power and update disclosures annually, which may be onerous for small-business owners.
Revealing ownership percentages and voting-power stakes for large holders could raise privacy or strategic concerns for certain investors, executives, or holders who prefer confidentiality of their positions.
Based on analysis of 2 sections of legislative text.
Requires the SEC to mandate that multi-class public companies disclose each director/nominee, named executive, and 5%+ owner’s share percent and voting-power percent in proxy materials.
Introduced February 11, 2026 by Ruben Gallego · Last progress February 11, 2026
Requires the Securities and Exchange Commission to adopt rules that force public companies with multi-class share structures to disclose who controls voting power: for each director, director nominee, named executive officer, and any beneficial owner holding 5% or more of combined voting power, issuers must list that person’s share ownership (as a percent of outstanding voting securities) and their voting power (as a percent of combined voting power). The disclosures must appear in proxy or consent solicitation materials for annual meetings or other filings the SEC specifies.