Bills · HR 3402
IN COMMITTEE· 119TH CONGRESS
House BillHR 3402Finance and Financial Sector
To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.
INTRO MAY 14· LAST ACTION MAY 14
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LEGISLATIVE PROGRESS
STEP 2 / 8Introduced
In Committee
Reported
Passed House
Passed Senate
Conference
To President
Became Law
WHAT THE BILL DOES
AI-writtenVoters should care about this bill because it aims to bring more transparency and accountability to how large financial institutions manage and vote on behalf of their clients' investments. Currently, many people don't know how their pension funds or mutual funds vote on important company decisions, like executive pay or environmental policies. This bill would pull back the curtain, requiring these money managers to explain their voting rationale and how they use advice from voting consultants.
If this bill becomes law, investors could have a clearer picture of whether their investment managers are making voting decisions solely based on financial returns or if other factors are at play. It could also lead to investment managers being more diligent in their voting processes, especially the largest ones who would need to perform specific economic analyses. If it doesn't pass, the current system of less detailed disclosure and analysis around proxy voting would continue.
KEY PROVISIONS
4AI-extractedPROVISION 01
Requires institutional investment managers to file an annual report with the SEC detailing their voting record on shareholder proposals.
This increases transparency into how large financial entities are exercising their voting power on behalf of their clients.
PROVISION 02
Mandates disclosure of how consistently managers vote with proxy advisory firm recommendations and how they use those recommendations.
This sheds light on the influence of proxy advisory firms and the independent decision-making of money managers.
PROVISION 03
Requires a certification that voting decisions are based solely on the best economic interest of the shareholders.
This aims to ensure that voting aligns with the financial welfare of investors and holds managers accountable to their fiduciary duties.
PROVISION 04
For managers with over $100 billion in assets, it requires an economic analysis for certain votes to ensure they are in the shareholders' best economic interest.
This adds a layer of rigorous financial justification for significant voting decisions made by the largest asset managers.
SPONSORSHIP
1 + 0
R· Georgia
YRS IN OFFICE
11
BILLS LED
17
ACTION TIMELINE
2 EVENTSMAY 14
Introduced in House
MAY 14
Referred to the House Committee on Financial Services.
BILL INFO
TypeHouse Bill
NumberHR 3402
Congress119th
StatusIn Committee
IntroducedMay 14, 2025
Last actionMay 14, 2025
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IN COMMITTEE· 119TH CONGRESS · FINANCIAL SERVICES COMMITTEE · INTRODUCED MAY 14, 2025
House BillHR 3402Finance and Financial Sector
To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.
INTRODUCED MAY 14, 2025· LAST ACTION MAY 14, 2025
PASSAGE CHANCES
—%
READING
4 min
COSPONSORS
0
COMPLEXITY
Moderate
