Proxy Advice Disclosure Act

“(k) Proxy voting advice business disclosure requirements

“(1) In general—A proxy voting advice business that makes proxy voting advice available to a security holder shall adopt and make publicly available written policies and procedures reasonably designed to ensure that—

“(A) an issuer that is the subject of proxy voting advice has such advice made available to the issuer not later than the time when such advice is disseminated to the security holder; and

“(B) the security holder is provided with a mechanism by which the security holder can reasonably be expected to become aware of any written statements regarding such proxy voting advice by the issuer that is the subject of such advice, in a timely manner before the applicable meeting, vote, consent, or authorization.

“(2) Failure to disclose material information—It shall be unlawful for a proxy voting advice business, in providing proxy voting advice to a security holder, to fail to disclose material information regarding the proxy voting advice, including information regarding the methodology, sources of information, or conflicts of interest of such proxy voting advice business.

“(3) Definitions—In this subsection:

“(A) Proxy voting advice—With respect to a security of an issuer, the term proxy voting advice means providing a recommendation to a security holder on a specific matter of which the issuer has requested security holder approval, vote, or consent.

“(B) Proxy voting advice business—The term proxy voting advice business means a person that—

“(i) holds itself out as a provider for proxy voting advice separately from other forms of investment advice; and

“(ii) sells proxy voting advice for a fee.”