IndianaHB 1273Second Regular Session 124th General Assembly (2026)House

Requirements for proxy advisors.

Sponsored By: Kyle Pierce (Republican)

Signed by Governor

Summary

Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does not do so based on a written financial analysis, the proxy advisor shall do the following: (1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services, that: (A) identifies the services being provided by the proxy advisor; (B) identifies the recommendation at issue; and (C) states that the proxy advisor has made the recommendation without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. (2) If the proxy advisor provides certain proxy advisory services, then at the time the proxy advisor provides the proxy advisory services, the proxy advisor must provide to entity management the disclosure provided to each interest holder or any person acting on behalf of an interest holder receiving the proxy advisory services. (3) For the entire time that a proxy advisor is providing proxy advisory services to an interest holder of an entity or any person acting on behalf of an interest holder of an entity, prominently display on the home page of the proxy advisor's website a statement that the proxy advisor has made a recommendation: (A) against entity management on an entity proposal or proxy proposal; and (B) without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does so based on a written financial analysis, the proxy advisor shall do the following: (1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder, receiving proxy advisory services, that: (A) identifies the services being provided by the proxy advisor; (B) identifies the recommendation at issue; (C) states that the proxy advisor utilized a written financial analysis regarding the impact that the recommended action would have on entity interest holders in making the recommendation; and (D) states that the written financial analysis is available upon request. (2) Make the written financial analysis available to an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services within a reasonable time after an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services requests the written financial analysis. (3) If the proxy advisor provides certain proxy advisory services, then at the time the proxy advisor provides the proxy advisory services, the proxy advisor must provide a copy of the written financial analysis to entity management. Amends the definition of "consumer transaction" for purposes of the deceptive consumer sales act to include the provision of a product or service to a state agency or a local agency in Indiana. Amends the definition of "supplier" for purposes of the deceptive consumer sales act to include an entity that provides a product or service to a state agency or a local agency in Indiana. Provides that an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a state agency may be brought and enforced only by the attorney general. Provides that an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a local agency may be brought and enforced only by an attorney acting on behalf of the local agency, unless the local unit of government served by the local agency requests the attorney general to bring and enforce an action on behalf of the local unit. Provides that in an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a state agency or a local agency, a court may take certain actions.

financial institutionsthe senateinsurance and financial institutions

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 2 benefits, 0 costs, 1 mixed.

Court protections for shareholder voting advice

Beginning July 1, 2026, proxy-advisor violations count as deceptive acts under Indiana’s consumer-protection law, carrying its applicable remedies and penalties. Advice recipients, affected entities, and their interest holders can ask courts to declare rights or order violations stopped. Anyone bringing this action must notify Indiana’s attorney general in writing within seven days after filing. The attorney general can join the case.

More disclosure from shareholder voting advisors

Beginning July 1, 2026, covered paid proxy advisors must explain recommendations and default voting policies against company management. Without a written financial analysis, they must identify their services and recommendation, disclose the missing analysis, and prominently post ongoing website notices. Any analysis used must quantify expected short- and long-term financial costs and benefits, explain methods and personnel, and conclude that the action improves owner value. Advisors must identify the analysis, share it with service recipients on request, and meet disclosure duties to company management. Exemptions cover qualifying FDIC-insured institutions providing advice through fiduciary duties, plus their employees, affiliates, and affiliates’ employees. Charities are exempt only when yearly proxy-advice revenue is below $500,000, including each applicable affiliated group’s combined revenue.

Public purchases gain protections, with enforcement limits

Beginning July 1, 2026, Indiana’s consumer-protection rules cover products and services supplied to covered state and local agencies. These definitions exclude school corporations, charter schools, and state educational institutions. Only Indiana’s attorney general can bring and enforce cases for the covered state transactions. For covered local transactions, only an attorney for the involved local agency or law-enforcement agency can act. The local unit can instead ask the attorney general to act for it.

Sponsors & Cosponsors

Sponsor

  • Kyle Pierce

    Republican • House

Cosponsors

  • Jake Teshka

    Republican • House

  • Mike Andrade

    Democratic • House

  • Scott Baldwin

    Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 180 • No: 45

House vote • 2/25/2026

House concurred with Senate amendments

Yes: 72 • No: 20

Senate vote • 2/17/2026

Third reading: passed

Yes: 41 • No: 4

House vote • 1/20/2026

Third reading: passed

Yes: 67 • No: 21

Actions Timeline

  1. Signed by the Governor

    3/3/2026House
  2. Public Law 60

    3/3/2026House
  3. Signed by the President of the Senate

    2/27/2026Senate
  4. Signed by the President Pro Tempore

    2/27/2026Senate
  5. House concurred with Senate amendments; Roll Call 368: yeas 72, nays 20

    2/25/2026House
  6. Signed by the Speaker

    2/25/2026House
  7. Dissent rescinded

    2/24/2026House
  8. Motion to concur filed

    2/24/2026House
  9. House advisors appointed: Teshka, Lauer, Miller K

    2/19/2026House
  10. House conferees appointed: Pierce K, Andrade

    2/19/2026House
  11. Senate conferees appointed: Baldwin, Qaddoura

    2/19/2026Senate
  12. Senate advisors appointed: Randolph Lonnie M, Walker K

    2/19/2026Senate
  13. Motion to dissent filed

    2/18/2026House
  14. House dissented from Senate amendments

    2/18/2026House
  15. Returned to the House with amendments

    2/18/2026Senate
  16. Third reading: passed; Roll Call 186: yeas 41, nays 4

    2/17/2026Senate
  17. Second reading: ordered engrossed

    2/16/2026Senate
  18. Committee report: amend do pass, adopted

    2/12/2026Senate
  19. First reading: referred to Committee on Insurance and Financial Institutions

    1/26/2026Senate
  20. Referred to the Senate

    1/21/2026House
  21. Third reading: passed; Roll Call 63: yeas 67, nays 21

    1/20/2026House
  22. Senate sponsor: Senator Baldwin

    1/20/2026House
  23. Second reading: ordered engrossed

    1/15/2026House
  24. Representative Teshka added as coauthor

    1/14/2026House
  25. Committee report: amend do pass, adopted

    1/13/2026House

Bill Text

  • Enrolled House Bill (H)

  • House Bill (H)

  • House Bill (S)

  • Introduced House Bill (H)

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