Proxy Advisory Firm Disclosures by Institutional Investment Managers

Current understanding

HR3402 (119th Congress) would amend the Securities Exchange Act of 1934 to require institutional investment managers that rely on proxy advisory firms to make annual disclosures about their proxy voting activity. Managers would report how they voted on shareholder proposals, the percentage of votes aligning with proxy advisor recommendations, and certify that votes were cast in shareholders’ best economic interests. Status: introduced.

Evidence log

• 2026-07-16 — Multi-Class Stock Company Voting Transparency Act.: cross-connection with multi-class-stock-voting-transparency: Both are securities-disclosure measures targeting corporate governance transparency for shareholders and institutional investors. (novelty: 2)
• 2025-03-26 — ESG Act of 2025: cross-connection with esg-act-pecuniary-factors-best-interest: Companion approach to limiting non-pecuniary considerations: proxy advisor disclosure legislation targets institutional voting alignment with economic interests, while the ESG Act targets the underlying best-interest standard for retail advice. (novelty: 3)
• 2026-03-19 — Public Company Advisory Committee Act of 2026: cross-connection with sec-public-company-advisory-committee: Both address proxy process oversight for public companies — HR6967 via a new SEC advisory body reviewing proxy processes generally, and HR3402 via targeted disclosure mandates on institutional managers using proxy advisory firms. (novelty: 2)

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