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.

Key Points

• Large investment managers that use outside proxy advisory firms would have to file a yearly report with the SEC explaining exactly how they voted on every shareholder proposal.
• Managers would have to disclose what percentage of their votes matched the recommendations of each proxy advisory firm they use, showing how much outside influence shapes their voting.
• Every manager covered by the bill must certify that its voting decisions were based only on getting the best financial return for shareholders, not on other goals.
• The very largest managers, those overseeing at least $100 billion, face extra rules: they must run and publish a formal economic analysis before voting against a company's independent board on any proposal.
• The bill also requires big managers to tell customers clearly that they are not required to vote on every single shareholder proposal.