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119-hr-8286119th CongressWALLET

Protecting Americans’ Retirement Savings From Politics Act

Sponsored By: Representative Steil, Bryan [R-WI-1]

In Committee

Summary

Limit SEC issuer disclosure to only material information. The bill would also create a Public Company Advisory Committee, impose a federal registration and oversight regime for proxy advisory firms, set new voting rules for passively managed funds, ban certain automated and outsourced voting practices, and require advisers to use a pecuniary-factor best-interest standard for personalized advice.

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  • Issuers and investors: Issuers would only have to disclose information an issuer determines is material to a voting or investment decision. Materiality is defined as information whose omission would likely change the total mix of information a reasonable investor uses.
  • Proxy advisory firms and the proxy process: Proxy advisory firms would need to register with the SEC, disclose methodologies, face discipline or private liability for false or misleading advice, and be the subject of a comprehensive SEC study of the proxy process with an initial 10-year lookback and updates every five years.
  • Investment advisers, passive funds, and large managers: The bill would ban automated "robovoting" and tightly restrict outsourcing of voting. Advisers that vote for passively managed funds would generally have to follow beneficial owners' instructions or abstain and would get specified safe harbors. Large managers with at least $100 billion in assets under management would face extra disclosure and economic-analysis requirements when their votes diverge from issuer recommendations.

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Bill Overview

Analyzed Economic Effects

6 provisions identified: 0 benefits, 0 costs, 6 mixed.

Limit SEC issuer disclosure to material

If enacted, the SEC would have to limit issuer disclosure rulemaking so companies only disclose information the issuer deems material to investors' voting or investment decisions. The bill defines material as information whose omission would be substantially likely to change the total mix of information available to a reasonable investor. This limitation would apply whenever the Commission is engaged in issuer disclosure rulemaking and would not apply when removing a disclosure requirement.

New proxy voting rules for managers

If enacted, large institutional managers that use proxy advisers would face new voting rules and reporting. Managers must file an annual SEC report saying how they voted on each shareholder proposal and explain why. Managers with at least $100 billion in assets would have to do and disclose economic analyses before certain votes and tell customers they are not required to vote on every proposal. The SEC would ban automatic "robovoting," limit outsourcing of voting decisions, and set special voting procedures for passively managed funds. Advisers must give voting persons a form and at least 5 business days to choose a published voting policy.

SEC registration for proxy firms

If enacted, proxy advisory firms would have to register with the SEC to provide voting advice by mail or interstate commerce. Applications must disclose methods, conflicts, staff qualifications, and accuracy certifications. The SEC must act on applications within 90 days and finish contested proceedings in 120 days, with one extension allowed. Registered firms must update filings annually and promptly for material inaccuracies. The SEC could censure, suspend for up to 12 months, or revoke registration. The SEC must also study proxy advisory firms every 5 years, with an initial study due within 180 days.

Pecuniary best-interest for advisers

If enacted, brokers, dealers, and investment advisers would have to base personalized advice on pecuniary factors expected to affect return or risk. Non-pecuniary factors could be used only if the customer gives informed consent by e-delivery or e-sign, or if the advice matches the customer's written investment profile. If a customer consents to non-pecuniary factors, the adviser would have to give qualitative disclosure about possible effects on returns. The SEC must issue implementing rules within 12 months, and the rule would apply 12 months after enactment.

SEC Public Company Advisory Committee

If enacted, the SEC would create a Public Company Advisory Committee to advise on reporting, governance, the proxy process, trading, and capital formation. The Committee would have 10 to 20 members. At least half would be public company officers or directors and members would serve staggered four-year terms. The Committee would meet at least twice a year and the SEC must publicly respond to each recommendation. The Committee could not advise on enforcement matters.

SEC study of EU sustainability rules

If enacted, the SEC would study the effects of specified EU sustainability directives on U.S. companies, consumers, investors, and the economy. The study must be completed and reported to Congress within one year of enactment. The SEC could request data from private firms and those firms would have to provide it. The listed Directives include Directive (EU) 2024/1760, Directive (EU) 2022/2464, and related amendments.

Sponsors & CoSponsors

Sponsor

Steil, Bryan [R-WI-1]

WI • R

Cosponsors

  • Rep. Wagner, Ann [R-MO-2]

    MO • R

    Sponsored 4/15/2026

  • Rep. Meuser, Daniel [R-PA-9]

    PA • R

    Sponsored 4/16/2026

Roll Call Votes

No roll call votes available for this bill.

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