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119th Congress
Independent · Nonpartisan · Reader-supported
HOUSEH.R. 3402· 119th Congress

Proxy Voting Disclosure Requirements for Institutional Investment Managers

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.

Sponsor
Barry Loudermilk (R-GA)
Introduced
May 14, 2025
Last Action
May 14, 2025

Recorded legislative actions. Future votes are not implied.

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Introduced
May 14, 2025
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In Committee
May 14, 2025

AI-assisted analysis based on the official CRS summary. Source version: Apr 30, 2026. Analysis updated: Sep 15, 2026.

01 — The Text

What.

  • Institutional investment managers using proxy advisory firms must disclose annual voting records on shareholder proposals
  • Managers must report the percentage of votes cast in accordance with proxy advisory firm recommendations
  • Managers must provide explanations of how votes are reconciled with fiduciary duties and certify votes were based on shareholders' best economic interest
  • Large institutional investment managers must inform customers that shareholders are not required to vote on every proposal
  • Large institutional investment managers must conduct economic analyses to determine votes in shareholders' best economic interest and report these analyses annually
02 — The Stakes

So what?

  • Increased transparency regarding institutional voting behavior and proxy advisory firm influence on shareholder proposals
  • Requirement for fiduciary certification creates accountability mechanism for voting decisions
  • Economic analysis requirement may alter voting patterns for large institutional managers on certain proposals
  • No specific financial, market, or employment effects are documented in the official summary
03 — The Path

Now what?

  • Bill introduced in House on May 14, 2025
  • Referred to House Committee on Financial Services on May 14, 2025
  • No scheduled votes or further action dates are documented
Legislative History

Actions.

  • May 14, 2025 — Referred to the House Committee on Financial Services.
  • May 14, 2025 — Introduced in House
  • May 14, 2025 — Introduced in House