H.R. 3402 · Where this bill is now
In committee
Introduced in the House, sent to the Committee on Financial Services, May 14, 2025
What this bill does
In plain words · AI-written from the official summaryRequires institutional investors to disclose proxy voting details
Ever wonder how big investment firms decide how to vote on company proposals at shareholder meetings. This bill requires institutional investment managers—especially large ones that use proxy advisory firms for voting guidance—to annually disclose how they voted on shareholder proposals, how often they followed their advisory firm's recommendations, and whether their votes aligned with their duty to act in shareholders' best interests. Large managers would also need to do economic analyses on certain votes and certify their decisions were based solely on shareholder interests.
How it affects you
This change affects institutional investment managers, like pension funds and mutual fund companies, that manage investments for everyday people like you. If you own shares through these large investment vehicles, you'd get more transparency about how these firms are voting on company matters, though the summary doesn't describe specific changes to what you directly see or experience as an investor.
Read the official summary (Introduced in House, May 14, 2025)
This bill requires certain institutional investment managers that use proxy advisory firms to disclose information related to voting on shareholder proposals. (Proxy advisory firms provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)
Generally, institutional investment managers must report annually (1) how the manager voted on each shareholder proposal, (2) the percentage of votes cast in accordance with proxy advisory firm recommendations, and (3) explanations such as how votes are reconciled with fiduciary duties. Managers must also certify that votes were based solely on the best economic interest of the shareholders.
In addition, large institutional investment managers must (1) inform customers that shareholders are not required to vote on every proposal; (2) on certain votes, determine through an economic analysis the vote that is in the best economic interest of shareholders; and (3) report any such analysis annually.
Written by AI (Claude) using only the official summary by the Congressional Research Service, the Library of Congress’s nonpartisan research staff. It can miss nuance, so check the official summary and the bill text for details.
1st SessionH. R. 3402
A BILL
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: Rep. Barry Loudermilk (R-GA-11) · Introduced May 14, 2025 · Finance and Financial Sector · 1 version of the text
Sources: Congress.gov actions and votes · bill text from GovInfo · latest official action May 14, 2025: “Referred to the House Committee on Financial Services.”