[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4656 Introduced in House (IH)]

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118th CONGRESS
  1st Session
                                H. R. 4656

  To amend the Securities Exchange Act of 1934 to prohibit robovoting 
    with respect to votes related to proxy or consent solicitation 
                   materials, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 14, 2023

 Mr. Nunn of Iowa introduced the following bill; which was referred to 
                  the Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
  To amend the Securities Exchange Act of 1934 to prohibit robovoting 
    with respect to votes related to proxy or consent solicitation 
                   materials, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Protecting American's Savings Act''.

SEC. 2. REQUIREMENTS RELATED TO PROXY VOTING.

    (a) In General.--Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the following:
    ``(l) Prohibition on Robovoting.--
            ``(1) In general.--The Commission shall issue final rules 
        prohibiting the use of robovoting with respect to votes related 
        to proxy or consent solicitation materials.
            ``(2) Robovoting defined.--In this subsection, the term 
        `robovoting' means the practice of automatically voting in a 
        manner consistent with the recommendations of a proxy advisory 
        firm or pre-populating votes on a proxy advisory firm's 
        electronic voting platform with the proxy advisory firm's 
        recommendations, in either case, without independent review and 
        analysis.
    ``(m) Prohibition on Outsourcing Voting Decisions by Institutional 
Investors.--An institutional investor may not outsource voting 
decisions with respect to votes related to proxy or consent 
solicitation materials.
    ``(n) No Requirement to Vote.--No person may be required to cast 
votes related to proxy or consent solicitation materials.
    ``(o) Proxy Advisory Firm Calculation of Votes.--With respect to 
votes related to proxy or consent solicitation materials with respect 
to an issuer, a proxy advisor firm shall calculate the vote result 
consistent with the law of the State in which the issuer is 
incorporated.''.
    (b) Proxy Advisory Firm Defined.--Section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the end 
the following:
            ``(82) Proxy advisory firm.--The term `proxy advisory 
        firm'--
                    ``(A) means any person who is primarily engaged in 
                the business of providing proxy voting advice, 
                research, analysis, ratings, or recommendations to 
                clients, which conduct constitutes a solicitation 
                within the meaning of section 14; and
                    ``(B) does not include any person that is exempt 
                under law or regulation from the requirements otherwise 
                applicable to persons engaged in such a 
                solicitation.''.
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