Bill > HR3402

This bill amends the Securities Exchange Act of 1934 to establish new disclosure requirements for institutional investment managers (such as large investment firms, asset managers, and pension funds) when they use proxy advisory firms (companies that provide recommendations on how to vote in shareholder meetings). Specifically, these managers must now file an annual report with the Securities and Exchange Commission (SEC) that explains how they voted on shareholder proposals, the percentage of votes that aligned with proxy advisory firm recommendations, and how they considered these recommendations in their voting decisions. For institutional investment managers with over $100 billion in assets, additional requirements include clarifying to customers that shareholders are not obligated to vote on every proposal and performing an economic analysis before voting on shareholder proposals to ensure the vote is in the "best economic interest" of shareholders. The bill defines "best economic interest" as decisions aimed at maximizing investment returns consistent with the fund's investment objectives and risk profile. These new requirements are designed to increase transparency in proxy voting and ensure that investment managers are making voting decisions that prioritize shareholders' financial interests.

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https://www.congress.gov/bill/119th-congress/house-bill/3402/all-info