Section 1 Short title
This Act may be cited as the “Protecting American’s Savings Act”.
Protecting American’s Savings Act
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.
Sec. 2 Requirements related to proxy voting
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.”
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.”