Sec. 3901. Requirements related to proxy voting
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/bill/118/hr/4790/eh/section-3901·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ), as amended by section 3701, 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. 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.
With respect to votes related to proxy or consent solicitation materials, an institutional investor may not outsource voting decisions to any person other than an investment adviser or a broker or dealer that is registered with the Commission and has a fiduciary or best interest duty to the institutional investor. No person may be required to cast votes related to proxy or consent solicitation materials. 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. .
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Sec. 3901
Requirements related to proxy voting
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