Bryan Steil

Protecting Americans’ Retirement Savings From Politics Act

This bill limits certain disclosures currently required of public companies and revises the proxy voting process.

Under the bill, public companies are only required to disclose information in response to a Securities and Exchange Commission (SEC) rulemaking if the company determines that the information is material with respect to a voting or investment decision regarding company securities.

The bill also restricts the proxy voting process and proxy advisory firms. (Public companies regularly hold votes where eligible shareholders may fill out proxy cards with voting directions and submit them to a designated representative. Proxy advisory firms provide voting services and advice to institutional investors.) Specifically, robovoting (i.e., automated proxy voting) is prohibited for votes related to proxy or consent solicitation materials. Proxy advisory firms must register with the SEC and provide annual reports on their activity.

The bill also establishes a private right of action against proxy advisory firms in certain circumstances and makes such firms liable for failing to disclose material information or for making material misstatements. In addition, passively managed funds (e.g., index funds) that vote shares on behalf of fund investors in non-routine votes must (1) vote shares according to the instructions of the beneficial owner of the securities, (2) vote shares according to the voting recommendations of the board, (3) abstain from voting, or (4) mirror the vote share elections of other shareholders.