HR 8286
Protecting Americans’ Retirement Savings From Politics Act
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Bill overview
The Protecting Americans’ Retirement Savings From Politics Act aims to strengthen investor protections by amending securities laws and establishing a Public Company Advisory Committee. Specifically, it mandates a ‘materiality limitation’ for disclosure requirements, requiring issuers to only disclose information if it’s deemed material to investors’ voting or investment decisions. The bill also creates a committee to advise the Securities and Exchange Commission on public company regulations and establishes a framework for proxy advisory firm registration and oversight. Finally, it addresses concerns about the impact of foreign regulations on U.S. businesses and investors.
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119th CONGRESS — 2d Session
H. R. 8286
IN THE HOUSE OF REPRESENTATIVES
A BILL
To amend the Federal securities laws with respect to the materiality of disclosure requirements, to establish the Public Company Advisory Committee, and for other purposes.
.Protecting Americans’ Retirement Savings From Politics Act
The table of contents for this Act is as follows:
Section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)) is amended—
in the subsection heading, by inserting ; Limitation on Disclosure Requirements
after Formation
;
by striking Whenever
and inserting the following:
Whenever
by adding at the end the following:
Section 3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended—
in the subsection heading, by inserting ; Limitation on Disclosure Requirements
after Formation
;
by striking Whenever
and inserting the following:
Whenever
by adding at the end the following:
The Securities Exchange Act of 1934 is amended by inserting after section 40 (15 U.S.C. 78qq) the following:
There is established within the Commission the Public Company Advisory Committee (referred to in this section as the Committee
).
The Committee shall—
provide the Commission with advice on the rules, regulations, and policies of the Commission with regard to the Commission’s mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation, as they relate to—
existing and emerging regulatory priorities of the Commission;
issues relating to the public reporting and corporate governance of public companies;
issues relating to the proxy process for shareholder meetings held by public companies;
issues relating to trading in the securities of public companies; and
issues relating to capital formation;
submit to the Commission such findings and recommendations as the Committee determines are appropriate, including recommendations for proposed regulatory and legislative changes.
The membership of the Committee shall be not fewer than 10, and not more than 20, members appointed by the Commission from among individuals who—
are officers, directors, or senior officials of public companies registered with the Commission under the Securities Act of 1933 and this Act, except for those public companies that own asset management, fixed income, investment advisory, broker-dealer, or proxy services businesses;
are executives or other individuals with senior managerial responsibility in business, professional, trade, and industry associations that represent the interests of such public companies; and
are professional advisers and service providers to such public companies (including attorneys, accountants, investment bankers, and financial advisers).
At least 50 percent of the Committee membership shall be drawn from individuals who would qualify for membership under paragraph (1)(A).
Each member of the Committee appointed under paragraph (1) shall serve for a term of 4 years. Vacancies among the members, whether caused by the resignation, death, removal, expiration of a term, or otherwise, shall be filled consistent with the Commission’s procedures then in effect.
Public companies and other organizations that are currently represented on any other Commission Advisory Committee are not eligible to have representatives also serve on the Public Company Advisory Committee.
Members appointed under paragraph (1) shall not be considered to be employees or agents of the Commission solely because of membership on the Committee.
The members of the Committee shall elect, from among the members of the Committee—
a Chair;
a Vice Chair;
a Secretary; and
an Assistant Secretary.
Each member elected under paragraph (1) shall serve for a term of 2 years in the capacity the member was elected under paragraph (1).
The Chair may create subcommittees that hold public or non-public meetings and provide recommendations to the full Committee.
The Committee shall meet—
not less frequently than twice annually, at the call of the chair of the Committee; and
from time to time, at the call of the Commission.
The Chair of the Committee shall give the members of the Committee written notice of each meeting, not later than 2 weeks before the date of the meeting.
The Commission shall make available to the Committee such staff as the Chair of the Committee determines are necessary to carry out this section.
The Commission shall—
review the findings and recommendations of the Committee; and
each time the Committee submits a finding or recommendation to the Commission, promptly issue a public statement—
assessing the finding or recommendation of the Committee; and
disclosing the action, if any, the Commission intends to take with respect to the finding or recommendation.
Nothing in this section shall require the Commission to agree to or act upon any finding or recommendation of the Committee.
the detrimental impact and potential detrimental impact of each of the Directives on—
United States companies, consumers, and investors; and
the economy of the United States;
the extent to which each of the Directives aligns with international conventions and declarations on human rights and environmental obligations; and
the legal basis for the extraterritorial reach of each of the Directives.
the results of the study conducted under this section; and
recommendations for policymakers and relevant stakeholders on potential mitigating measures, alternative approaches, or modifications to each of the Directives that would address any concerns identified in the study.
In this section the term Directives means—
Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 on corporate sustainability reporting; and
any directive of the European Parliament and of the Council that amends, supplements, replaces, or otherwise modifies a directive described in paragraph (1) or (2), including Directive (EU) 2026/470 of the European Parliament and of the Council of 26 February 2026.
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by adding at the end the following:
The studies required under paragraph (1) shall cover—
the previous 10 years, with respect to the initial study; and
the previous 5 years, with respect to each other study.
The financial and other incentives and obligations of all groups involved in the proxy process.
A consideration of whether financial and other incentives have created a process that no longer serves the economic interests of retail investors.
The costs incurred by issuers in responding to politically-, environmentally-, or socially-motivated shareholder proposals.
An analysis of the impact that shareholder proposals have on discouraging private companies from going public.
A thorough assessment of the economic analysis, if any, conducted by proxy advisory firms and institutional shareholders when recommending or voting in favor of shareholder proposals.
A review of the extent to which institutional investors, who owe fiduciary duties, rely on proxy advisory firm recommendations.
It shall be unlawful for a proxy advisory firm to make use of the mails or any means or instrumentality of interstate commerce to provide proxy voting advice, research, analysis, ratings or recommendations to any client, unless such proxy advisory firm is registered under this section.
A proxy advisory firm shall file with the Commission an application for registration, in such form as the Commission shall require, by rule, and containing the information described in subparagraph (B).
An application for registration under this section shall contain—
a certification that the applicant is able to consistently provide proxy advice based on accurate information;
will provide proxy voting advice only in the best economic interest of those shareholders;
an explanation of whether or not the applicant has in effect a code of ethics, and if not, the reasons therefor;
information related to the professional and academic qualifications of staff tasked with providing proxy advisory services; and
any other information and documents concerning the applicant and any person associated with such applicant as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors.
Not later than 90 days after the date on which the application for registration is filed with the Commission under paragraph (1) (or within such longer period as to which the applicant consents) the Commission shall—
by order, grant registration; or
institute proceedings to determine whether registration should be denied.
Proceedings referred to in subparagraph (A)(ii) shall—
include notice of the grounds for denial under consideration and an opportunity for hearing; and
be concluded not later than 120 days after the date on which the application for registration is filed with the Commission under paragraph (1).
At the conclusion of such proceedings, the Commission, by order, shall grant or deny such application for registration.
The Commission may extend the time for conclusion of such proceedings for not longer than 90 days, if the Commission finds good cause for such extension and publishes its reasons for so finding, or for such longer period as to which the applicant consents.
The Commission shall grant registration under this subsection—
if the Commission finds that the requirements of this section are satisfied; and
unless the Commission finds (in which case the Commission shall deny such registration) that—
if the applicant were so registered, its registration would be subject to suspension or revocation under subsection (d).
Subject to section 24, the Commission shall make the information and documents submitted to the Commission by a proxy advisory firm in its completed application for registration, or in any amendment submitted under paragraph (1) or (2) of subsection (c), publicly available on the Commission’s website, or through another comparable, readily accessible means.
Not later than 90 calendar days after the end of each calendar year, each registered proxy advisory firm shall file with the Commission an amendment to its registration, in such form as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors—
listing any material change that occurred to such information or documents during the previous calendar year.
The Commission, by order, shall censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding 12 months, or revoke the registration of any registered proxy advisory firm if the Commission finds, on the record after notice and opportunity for hearing, that such censure, placing of limitations, suspension, or revocation is necessary for the protection of investors and in the public interest and that such registered proxy advisory firm, or any person associated with such an organization, whether prior to or subsequent to becoming so associated—
has committed or omitted any act, or is subject to an order or finding, enumerated in subparagraph (A), (D), (E), (H), or (G) of section 15(b)(4), has been convicted of any offense specified in section 15(b)(4)(B), or is enjoined from any action, conduct, or practice specified in subparagraph (C) of section 15(b)(4), during the 10-year period preceding the date of commencement of the proceedings under this subsection, or at any time thereafter;
has been convicted during the 10-year period preceding the date on which an application for registration is filed with the Commission under this section, or at any time thereafter, of—
any crime that is punishable by imprisonment for 1 or more years, and that is not described in section 15(b)(4)(B); or
a substantially equivalent crime by a foreign court of competent jurisdiction;
is subject to any order of the Commission barring or suspending the right of the person to be associated with a registered proxy advisory firm;
has engaged in one or more prohibited acts enumerated in paragraph (1);
engages in a prohibited act enumerated in subsection (j).
A registered proxy advisory firm may, upon such terms and conditions as the Commission may establish as necessary in the public interest or for the protection of investors, which terms and conditions shall include at a minimum that the registered proxy advisory firm will no longer conduct such activities as to bring it within the definition of proxy advisory firm in section 3(a)(82), withdraw from registration by filing a written notice of withdrawal to the Commission.
In addition to any other authority of the Commission under this title, if the Commission finds that a registered proxy advisory firm is no longer in existence or has ceased to do business as a proxy advisory firm, the Commission, by order, shall cancel the registration under this section of such registered proxy advisory firm.
The Commission shall, within one year of the date of enactment of this section, issue final rules to prohibit, or require the management and public disclosure of, any conflicts of interest relating to the offering of proxy advisory services by a registered proxy advisory firm, including, without limitation, conflicts of interest relating to—
the manner in which a registered proxy advisory firm is compensated by the client, any affiliate of the client, or any other person for providing proxy advisory services;
business relationships, ownership interests, or any other financial or personal interests between a registered proxy advisory firm, or any person associated with such registered proxy advisory firm, and any client, or any affiliate of such client;
the formulation of proxy voting policies;
any other potential conflict of interest, as the Commission deems necessary or appropriate in the public interest or for the protection of investors.
access in a reasonable time to data and information used to make recommendations; and
employ an ombudsman to receive complaints about the accuracy of information used in making recommendations from the companies that are the subject of the proxy advisory firm’s voting recommendations and seek to resolve those complaints in a timely fashion and prior to the publication of proxy voting recommendations to clients; and
a statement detailing the company’s complaints, if requested in writing by the company; and
In this subsection:
does not include the entirety of the proxy advisory firm’s final report to its clients.
The term reasonable time—
shall not otherwise interfere with a proxy advisory firm’s ability to provide its clients with timely access to accurate proxy voting research, analysis, or recommendations.
Nothing in paragraph (1), or in any rules or regulations adopted thereunder, may be construed to modify, impair, or supersede the operation of any of the antitrust laws (as defined in the first section of the Clayton Act, except that such term includes section 5 of the Federal Trade Commission Act, to the extent that such section 5 applies to unfair methods of competition).
Each registered proxy advisory firm shall, not later than 90 calendar days after the end of each fiscal year, file with the Commission and make publicly available an annual report in such form as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors.
Each annual report required under paragraph (1) shall include, at a minimum, disclosure by the registered proxy advisory firm of the following:
A list of the recommendations made in the prior fiscal year.
The economic analysis conducted to determine that final recommendations provided in the prior fiscal year (other than recommendations relating to an issuer-sponsored proposal or recommendations consistent with that of a board of directors composed of a majority of independent directors) delivered to clients that vote shares held on behalf of shareholders were in the best economic interest of those shareholders.
The staff who reviewed and made recommendations on such proposals in the prior fiscal year.
The recommendations made in the prior fiscal year where the proponent of such recommendation was a client of or received services from the proxy advisory firm.
A certification by the chief executive officer, chief financial officer, and the primary executive responsible for overseeing the compilation and dissemination of proxy voting advice that the final recommendations (other than recommendations relating to an issuer-sponsored proposal or recommendations consistent with that of a board of directors composed of a majority of independent directors) delivered to clients that vote shares held on behalf of shareholders in the last fiscal year—
were based on internal controls and procedures that are designed to ensure accurate information and that such internal controls and procedures are effective; and
The economic and other factors that a reasonable investor would expect to influence the recommendations of such proxy advisory firm, including the ownership composition of such proxy advisory firm.
Registration under and compliance with this section does not constitute a waiver of, or otherwise diminish, any right, privilege, or defense that a registered proxy advisory firm may otherwise have under any provision of State or Federal law, including any rule, regulation, or order thereunder.
Such rules and regulations as are required by this section or are otherwise necessary to carry out this section, including the application form required under subsection (a)—
shall be issued by the Commission, not later than 180 days after the date of enactment of this section; and
shall become effective not later than 1 year after the date of enactment of this section.
Not later than 270 days after the date of enactment of this section, the Commission shall—
amend or revise such rules and regulations in accordance with the purposes of this section, and issue such guidance as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
This section, other than subsection (m), which shall apply on the date of enactment of this section, shall apply on the earlier of—
the date on which regulations are issued in final form under subsection (n)(1); or
270 days after the date of enactment of this section.
proxy advisory firm,after
nationally recognized statistical rating organization,.
by redesignating the second paragraph (80) (relating to funding portal) as paragraph (81); and
by adding at the end the following:
makes a recommendation to a security holder as to the security holder’s vote, consent, or authorization on a specific matter for which security holder approval is solicited;
markets the person’s expertise as a provider of such proxy voting advice separately from other forms of investment advice; and
sells such proxy voting advice for a fee; and
does not include—
a registered investment adviser; or
any person that is exempt under law or regulation from the requirements otherwise applicable to persons engaged in such a solicitation.
associatedwith the proxy advisory firm if the person is—
a partner, officer, or director of the proxy advisory firm (or any person occupying a similar status or performing similar functions);
a person directly or indirectly controlling, controlled by, or under common control with the proxy advisory firm;
an employee of the proxy advisory firm; or
a person the Commission determines by rule is controlled by the proxy advisory firm; and
associatedwith the proxy advisory firm if the person only performs clerical or ministerial functions with respect to a proxy advisory firm.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:
Section 13(f) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(f)) is amended by adding at the end the following:
Every institutional investment manager which uses the mails, or any means or instrumentality of interstate commerce in the course of its business as an institutional investment manager, which engages a proxy advisory firm, and which exercises voting power with respect to accounts holding equity securities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule, shall file an annual report with the Commission containing—
how the institutional investment manager took into consideration proxy advisory firm recommendations in making voting decisions, including the degree to which the institutional investment manager used those recommendations in making voting decisions;
how often the institutional investment manager voted consistent with a recommendation made by a proxy advisory firm, expressed as a percentage;
how frequently votes were changed when an error occurred or due to new information from issuers; and
In this paragraph, the term best economic interest means decisions that seek to maximize investment returns over a time horizon consistent with the investment objectives and risk management profile of the fund in which shareholders are invested.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n), as amended by section 601, is further amended by adding at the end the following:
The Commission shall issue final rules prohibiting the use of robovoting with respect to votes related to proxy or consent solicitation materials.
The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is amended by inserting after section 208 (15 U.S.C. 80b-8) the following:
An investment adviser that holds authority to vote a proxy solicited by an issuer pursuant to section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) in connection with any vote of covered securities held by a passively managed fund shall—
pursuant to rules issued by the Commission, instruct vote tabulators to make a reasonable effort to mirror vote shares to reflect the elections of the other shareholders in the covered security.
Paragraph (1) shall not apply with respect to a vote on a routine matter.
Not soliciting voting instructions from any person.
Subsection (a) shall not apply with respect to a foreign private issuer if the published voting policy of the investment advisor with respect to such foreign private issuer is fully and fairly disclosed to beneficial owners, including the extent to which such policy differs from the published voting policy for non-exempt issuers.
Any investment adviser subject to the requirements of subsection (a)(1) shall, with respect to the dissemination of information and other material to a voting person, comply with the following requirements, unless the voting person affirmatively declines to receive that information and other material:
Provide the voting person with not less than 5 business days after the date on which the voting person receives the form described under subparagraph (A) to return that form to the investment adviser.
All, or any portion, of the materials that an investment adviser is required to provide under paragraph (1)(A) may be provided electronically, including through—
an internet website;
a mobile application.
In this section:
The term covered security—
means a voting security, as that term is defined in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)), in which a qualified fund is invested; and
does not include any voting security (as defined in subparagraph (A)) of an issuer registered with the Commission as an investment company under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
The term passively managed fund means a qualified fund—
that—
is designed to track, or is derived from, an index of securities or a portion of such an index;
discloses that the qualified fund is a passive index fund; or
allocates not less than 60 percent of the total assets of the qualified fund to an investment strategy that is designed to track, or is derived from, an index of securities or a portion of such an index fund; and
a policy that—
is made available to investors, including via website or other electronic means; and
in the case of a policy of a passively managed fund or an investment adviser, a policy that does not—
seek to set the strategy or day-to-day management decisions of the issuer;
involve submitting shareholder proposals;
seek to nominate directors; and
coordinate votes with other index managers.
The term qualified fund means—
an investment company;
a private fund;
an eligible deferred compensation plan, as that term is defined in section 457(b) of the Internal Revenue Code of 1986;
a trust, plan, account, or other entity described in section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(11));
a plan maintained by an employer described in clause (i), (ii), or (iii) of section 403(b)(1)(A) of the Internal Revenue Code of 1986 to provide annuity contracts described in section 403(b) of such Code;
a common trust fund, or similar fund, maintained by a bank;
any fund established under section 8438(b)(1) of title 5, United States Code; or
any separate managed account of a client of an investment adviser.
The term routine matter—
includes a proposal that relates to—
an election with respect to the board of directors of a registrant;
the compensation of management or the board of directors of a registrant;
the selection of auditors; or
declassification; and
does not include—
a proposal that is not submitted to a holder of covered securities by means of a proxy statement comparable to that described in section 240.14a-101 of title 17, Code of Federal Regulations, or any successor regulation; or
a proposal that is—
the subject of a counter-solicitation; or
part of a proposal made by a person other than the applicable registrant.
Section 211(g) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–11(g)) is amended by adding at the end the following:
the personalized investment advice is consistent with the customer’s written investment profile information.
Not later than the end of the 12-month period beginning on the date of enactment of this Act, the Securities and Exchange Commission shall revise or issue such rules as may be necessary to implement the amendment made by paragraph (1).
The amendment made by paragraph (1) shall apply to a recommendation made by a broker or dealer and investment advice provided by an investment adviser beginning on the date that is 12 months after the date of enactment of this Act.