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KentuckySB 1832026 Regular SessionSenate

AN ACT relating to the regulation of proxy advisory services.

Sponsored By: Matt Nunn (Republican)

Became Law

Attorney GeneralFiduciariesFinancial ResponsibilityInvestmentsRetirement And PensionsCivil ActionsBusiness Entities And OrganizationsCommerceConsumer Protection

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Bill Overview

Analyzed Economic Effects

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

Shareholders get clearer warnings about voting advice

Kentucky requires proxy advisors—firms that guide shareholder votes—to disclose when advice is not based only on financial risk and return. The rules cover publicly traded, for-profit companies doing business in Kentucky and services provided from the law’s effective date onward. Federally registered investment advisers are excluded unless separately hired and paid to provide proxy advice to a third party. Advisors must clearly warn recipients and the company when nonfinancial goals influence advice or take priority over financial returns. They must identify affected companies, explain those goals and their effect on each recommendation, and immediately give the company a copy. Disclosure also applies when advice on a shareholder proposal opposes the board or a majority-independent board committee without written financial analysis. Advice against electing a director or another governing person also triggers disclosure unless the advisor affirmatively states it serves shareholders’ financial interests alone. If clients receive materially different advice without expressly requesting nonfinancial advice, the advisor must notify recipients, the company, and Kentucky’s attorney general. It must identify advice based solely on shareholders’ financial interests and supported by economic analysis it performed and relied upon. That analysis covers the proposal, board reasoning, investor policy, short- and long-term costs and benefits, investment returns, and methods used.

Shareholders gain court remedies with nonprofit limits

Violating the proxy advice disclosure and notice rules counts as an unfair or deceptive trade practice under Kentucky law. Advice recipients, the company discussed, or shareholders can ask a circuit court to declare a violation or stop it. They can file where the plaintiff lives or where the violation happened. Private plaintiffs must serve Kentucky’s attorney general with the petition within seven days after filing. Only the attorney general can bring such a case against a qualifying federally tax-exempt nonprofit under section 501(c). To qualify, its gross annual proxy-advice revenue must be below $500,000, counting combined affiliated-group revenue when applicable. The attorney general can intervene, investigate, and use Kentucky’s unfair trade practice remedies and penalties. The nonprofit limit does not reduce the attorney general’s powers or other statutory or common-law authority.

Sponsors & Cosponsors

Sponsor

  • Matt Nunn

    Republican • Senate

Cosponsors

  • Robby Mills

    Republican • Senate

  • Steve Rawlings

    Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 251 • No: 39

Senate vote • 3/31/2026

passed

Yes: 31 • No: 6

House vote • 3/31/2026

passed

Yes: 76 • No: 15

Senate vote • 3/17/2026

passed

Yes: 31 • No: 6

House vote • 3/13/2026

3rd reading, passed

Yes: 81 • No: 6

Senate vote • 2/10/2026

3rd reading, passed

Yes: 32 • No: 6

Actions Timeline

  1. delivered to Secretary of State (Acts Ch. 10)

    3/31/2026

  2. enrolled, signed by Speaker of the House

    3/31/2026House

  3. enrolled, signed by President of the Senate

    3/31/2026House

  4. passed 76-15

    3/31/2026House

  5. veto overridden

    3/31/2026House

  6. posted for consideration of Governor's veto

    3/31/2026

  7. taken from Rules

    3/31/2026House

  8. to Rules (H)

    3/31/2026House

  9. received in House

    3/31/2026House

  10. passed 31-6

    3/31/2026Senate

  11. veto overridden

    3/31/2026Senate

  12. posted for passage for consideration of Governor's veto

    3/31/2026

  13. to Rules (S)

    3/31/2026Senate

  14. received in Senate

    3/31/2026Senate

  15. Vetoed

    3/27/2026

  16. delivered to Governor

    3/17/2026

  17. enrolled, signed by Speaker of the House

    3/17/2026Senate

  18. enrolled, signed by President of the Senate

    3/17/2026Senate

  19. passed 31-6

    3/17/2026Senate

  20. Senate concurred in House Committee Substitute (1)

    3/17/2026Senate

  21. posted for passage for concurrence in House Committee Substitute

    3/17/2026House

  22. taken from Rules

    3/17/2026Senate

  23. to Rules (S)

    3/16/2026Senate

  24. received in Senate

    3/16/2026Senate

  25. 3rd reading, passed 81-6 with Committee Substitute (1)

    3/13/2026House

Bill Text

  • Current

    3/31/2026

    PDF

  • Introduced

    2/10/2026

    PDF

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