118 HR 4656 IH: Protecting American’s Savings Act U.S. House of Representatives 2023-07-14 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

I118th CONGRESS1st SessionH. R. 4656IN THE HOUSE OF REPRESENTATIVESJuly 14, 2023Mr. Nunn of Iowa introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo 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.

1.

Short title

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

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..