H.R. 4656 – Protecting American’s Savings Act

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Updated January 20, 2026 at 9:58 AM UTC

The Protecting American's Savings Act amends the Securities Exchange Act of 1934 to ban the practice of "robovoting," where votes on proxy or consent solicitation materials are automatically cast based on a proxy advisory firm’s recommendations without independent review. It also stops institutional investors from outsourcing voting decisions, prevents anyone from being forced to vote, and clarifies how proxy advisory firms must calculate vote results.

Key Provisions

Prohibits robovoting on proxy or consent solicitation votes, requiring the SEC to issue rules against it.
Defines "robovoting" as automatic voting that follows a proxy advisory firm’s recommendations without independent analysis.
Bars institutional investors from outsourcing their voting decisions on proxy or consent solicitation matters.
Makes it illegal to require any person to cast a vote on proxy or consent solicitation materials.
Requires proxy advisory firms to calculate vote outcomes according to the law of the issuer’s state of incorporation.
Adds a definition of "proxy advisory firm" for regulatory purposes.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

July 14, 2023

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HouseIntro Referral

Introduced in House

July 14, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

July 14, 2023

Bill Text

Latest available legislative text

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Introduced in HouseIssued July 14, 2023

I

118th CONGRESS

1st Session

H. R. 4656

IN THE HOUSE OF REPRESENTATIVES

July 14, 2023

Mr. Nunn of Iowa introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To amend the Securities Exchange Act of 1934 to prohibit robovoting with respect to votes related to proxy or consent solicitation materials, and for other purposes.

1.

Short title

This Act may be cited as the Protecting American’s Savings Act.

2.

Requirements related to proxy voting

(a)

In general

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

(l)

Prohibition on robovoting

(1)

In general

The Commission shall issue final rules prohibiting the use of robovoting with respect to votes related to proxy or consent solicitation materials.

(2)

Robovoting defined

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.

(m)

Prohibition on outsourcing voting decisions by institutional investors

An institutional investor may not outsource voting decisions with respect to votes related to proxy or consent solicitation materials.

(n)

No requirement to vote

No person may be required to cast votes related to proxy or consent solicitation materials.

(o)

Proxy advisory firm calculation of votes

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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(b)

Proxy advisory firm defined

Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the end the following:

(82)

Proxy advisory firm

The term proxy advisory firm—

(A)

means any person who is primarily engaged in the business of providing proxy voting advice, research, analysis, ratings, or recommendations to clients, which conduct constitutes a solicitation within the meaning of section 14; and

(B)

does not include any person that is exempt under law or regulation from the requirements otherwise applicable to persons engaged in such a solicitation.

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