H.R. 4590House118th Congress (2023-2025)In Committee

To amend the Securities Exchange Act of 1934 to provide for liability for certain failures to disclose material information in connection with proxy voting advice, and for other purposes.

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Updated January 20, 2026 at 9:51 AM UTC

The bill amends the Securities Exchange Act of 1934 to create civil liability for providers of paid proxy‑voting advice who fail to disclose important information or make false statements. It applies to firms that market and sell proxy‑voting advice as a separate service, requiring them to reveal their methodology, information sources, and any conflicts of interest. The goal is to protect shareholders who rely on that advice when voting on corporate matters.

Key Provisions

Adds a new subsection to Section 14 that treats the failure to disclose material information about proxy‑voting advice (such as methodology, sources, or conflicts of interest) or a material misstatement as a false or misleading statement under Section 18.
Specifies that the rule applies to persons who market their expertise as a provider of proxy‑voting advice separate from other investment advice and charge a fee for that service.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

July 12, 2023

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HouseIntro Referral

Introduced in House

July 12, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

July 12, 2023

Bill Text

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Introduced in HouseIssued July 12, 2023

118th CONGRESS

1st Session

H. R. 4590

IN THE HOUSE OF REPRESENTATIVES

July 12, 2023

Mr. Steil introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To amend the Securities Exchange Act of 1934 to provide for liability for certain failures to disclose material information in connection with proxy voting advice, and for other purposes.

Liability for certain failures to disclose material information or making of material misstatements

Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:

(l)

False or misleading statements

For purposes of section 18, the failure to disclose material information (such as a proxy voting advice business’s methodology, sources of information, or conflicts of interest) or the making of a material misstatement regarding proxy voting advice that 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, and that is furnished by a person that 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, shall be considered to be false or misleading with respect to a material fact.