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 would make big money managers share more details about how they vote in company shareholder meetings, especially when they use outside firms that give voting advice. Each year, these managers would have to report to the Commission how they voted on every shareholder proposal, how often they followed the advice firm’s recommendations, how they used that advice, when they changed votes due to errors or new information, how involved their own investment staff were, and certify that their votes were based only on what’s best for investors’ economic returns. The goal is to show that votes are aimed at maximizing investment returns over time, in line with the fund’s goals and risk level.

Very large managers—those handling at least $100 billion—would face extra steps. They would need to tell customers that shareholders don’t have to vote on every proposal, and, before voting on most proposals, they would have to do an economic analysis to show the vote is in investors’ best economic interest. They would also have to include those analyses in their annual report.

• Who is affected: Institutional investment managers that use proxy advisory firms; extra rules for those with $100B+ in assets.
• What changes: Annual public reporting of voting details and reliance on advisors; certification that votes aim to maximize investors’ returns; for the largest managers, added economic analyses and clearer messages to customers about voting choices.
• Why it matters: More transparency on how big investors vote your shares and whether those votes are focused on your long-term financial interests.