Retirement Proxy Protection Act

Summary

Requires fiduciaries who manage retirement plan assets that are corporate shares to treat shareholder rights (including proxy voting) as part of managing those assets and to follow specific prudence, recordkeeping, and conflict rules. It permits plans to adopt proxy‑voting policies (including a safe‑harbor limiting votes to matters materially related to the issuer or investment value, or refraining when plan exposure is low), requires monitoring of delegates (advisors, managers, proxy firms), and prohibits subordinating financial interests to non‑pecuniary goals; it exempts pass‑through voting in individual account plans and takes effect for votes on or after January 1, 2026. Fiduciaries must act prudently and solely for participants' economic interests, consider costs and material facts when voting or deciding not to vote, keep records of proxy votes and engagement attempts, and periodically review proxy‑voting policies and any delegated service providers.

• Treats shareholder rights (including proxy votes) as plan assets subject to ERISA fiduciary duties; fiduciaries must manage them prudently.
• Fiduciaries must act solely for participants' economic interests, consider costs and material facts, and keep records of proxy votes and engagement efforts.
• Prohibits subordinating financial interests to non‑pecuniary goals when exercising shareholder rights.
• Exempts pass‑through voting in individual account plans from the new fiduciary requirements.
• Requires prudent selection and ongoing monitoring of advisers, investment managers, and proxy advisory firms delegated proxy authority.
• Permits written proxy‑voting policies and establishes a safe harbor that can limit voting to matters materially related to issuer business or investment value, or allow non‑voting when exposure is under 5%.
• Preserves fiduciary discretion to vote on matters expected to have a material economic effect on plan investments.
• Applies to shareholder rights exercised on or after January 1, 2026.