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An Act
ENROLLED HOUSE
BILL NO. 4429 By: Hilbert of the House
and
Daniels of the Senate
An Act relating to proxy advisory services; enacting
the Proxy Advisor Transparency Act; making findings;
defining terms; imposing certain duties on proxy
advisors; requiring disclosure; prescribing methods
of notification; excluding certain proxy advisory
services with respect to financial interest testing;
prescribing requirements of financial analysis;
imposing duties with respect to certain services;
defining term; providing violation of requirements as
a deceptive trade practice; authorizing investigatory
powers to the Attorney General; authorizing civil
actions for declaratory judgment and injunctive
relief; defining aggrieved person; providing for
effect of enactment on certain pending claims;
providing for noncodification; providing for
codification; and providing an effective date.
SUBJECT: Proxy advisory services
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. NEW LAW A new section of law not to be
codified in the Oklahoma Statutes reads as follows:
This act shall be known and may be cited as the "Proxy Advisor
Transparency Act".
SECTION 2. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1001 of Title 71, unless there
is created a duplication in numbering, reads as follows:
ENR. H. B. NO. 4429 Page 2
The Legislature finds as follows:
1. When shareholders hire professionals to manage investments,
they expect that the service will be performed in their financial
interest;
2. There is a particular need for disclosures for proxy voting
advice because that advice is often provided for hundreds or
thousands of shareholder votes each year and based on lengthy
policies that contain general statements but do not explain whether
or how the policy provisions will maximize returns for investors for
any particular company, or shareholder vote;
3. Proxy advisors in their benchmark policies have recommended
votes based on environmental, social, or governance (ESG) investing;
diversity, equity, or inclusion (DEI); and social credit and
sustainability scores. Proxy advisors have not conducted financial
analyses before making these recommendations, despite having proxy
voting policies claiming that the purpose of the policy's
recommendations is maximizing, increasing, or protecting shareholder
value;
4. Requiring proxy advisors to provide clear, factual
disclosures when they recommend casting a vote for a nonfinancial
reason will prevent fraudulent or deceptive acts and practices in
this state; and
5. A company that is the subject of a shareholder proposal
often has information regarding whether the proposal is in the
shareholder's financial interests or regarding the costs of the
proposal, and notice of a proxy advisor's recommendation allows the
company to provide additional responsive information to shareholders
that may prevent fraudulent or deceptive practices associated with
proxy advisors making recommendations for nonfinancial reasons. It
is not practical for a company to prebut every possible basis for an
erroneous proxy voting recommendation.
SECTION 3. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1002 of Title 71, unless there
is created a duplication in numbering, reads as follows:
As used in this act:
ENR. H. B. NO. 4429 Page 3
1. "Affiliated group" means a group of one or more entities in
which a controlling interest is owned by a common owner or owners,
either corporate or noncorporate, or by one or more of the member
entities;
2. "Charitable organization" means an organization that is
exempt from federal income tax under Section 501(a), Internal
Revenue Code of 1986, by being listed as an exempt organization
under Section 501(c)(3) of that code;
3. "Company" means a publicly traded, for-profit corporation,
limited liability company, partnership, or other business entity;
4. "Company proposal" means any proposal made by a company to
its shareholders that is included in the company's proxy statement,
including, but not limited to, a proposal relating to director
nominations or elections, executive compensation, corporate
transactions, corporate structure, auditor selection, or company
policy on any subject;
5. "Default recommendation or policy" means a system, set of
rules, principles, or guidelines designed to assist with voting
decisions on any company proposals or proxy proposals;
6. "Proxy advisor" means a person who, for compensation,
provides a proxy advisory service to shareholders of a company or to
other persons with authority to vote on behalf of shareholders of a
company;
7. "Proxy advisory service" means any of the following services
that are provided in connection with or in relation to a company or
are provided to any person in this state:
a. advice or a recommendation on how to vote on a proxy
proposal or company proposal,
b. proxy statement research and analysis regarding a
proxy proposal or company proposal,
c. a rating or research regarding corporate governance at
one or more companies,
d. development of proxy voting recommendations or
policies, including establishing default
recommendations or policies, and
ENR. H. B. NO. 4429 Page 4
e. the term "proxy advisory service" shall not include a
charitable organization if:
(1) the organization's gross annual revenue from
proxy advisory services is less than Two Hundred
Fifty Thousand Dollars ($250,000.00), and
(2) if applicable, each affiliated group of the
organization has combined gross annual revenue
from proxy advisory services that is less than
Two Hundred Fifty Thousand Dollars ($250,000.00);
8. "Proxy proposal" means any proposal made by a shareholder of
a company that is included in the company's proxy statement,
including, but not limited to, a proposal relating to any of the
subjects that could be covered by a company proposal;
9. "Shareholder" includes a shareholder, unitholder, limited
partner, or other equity owner of a company; and
10. "Written financial analysis" means a written document that:
a. analyzes the expected short-term and long-term
financial benefits and costs to the company of
implementing a company proposal or proxy proposal,
b. concludes what vote or course of action is most likely
to positively affect shareholder value, and
c. explains the methods and processes used to prepare the
analysis, including the experience and geographic
location of the personnel who formed the
recommendation.
SECTION 4. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1003 of Title 71, unless there
is created a duplication in numbering, reads as follows:
A. If a proxy advisor makes a recommendation against company
management on a company proposal or proxy proposal, or makes a
default recommendation or policy involving votes against company
management on company proposals or proxy proposals, and the proxy
advisor does not do so based on a written financial analysis, the
proxy advisor shall:
ENR. H. B. NO. 4429 Page 5
1. Concurrently with providing the proxy advisory service,
include a conspicuous disclosure to each shareholder or entity or
other person acting on behalf of a shareholder receiving the proxy
advisory service that:
a. identifies the service being provided,
b. identifies the recommendation or policy at issue, and
c. states that the proxy advisor has made the
recommendation or policy without doing so based on a
written financial analysis regarding the impact of
that recommended action on company investors that:
(1) analyzes the expected short-term and long-term
financial benefits and costs to the company of
implementing the company proposal or proxy
proposal,
(2) concludes what vote or course of action is most
likely to positively affect shareholder value,
and
(3) explains the methods and processes used to
prepare the analysis, including the experience
and geographic location of the personnel who
formed the recommendation;
2. For a proxy advisory service covered by subparagraphs a
through c of paragraph 7 of Section 3 of this act, concurrently with
providing the proxy advisory service, send by electronic means and
U.S. mail a copy of the disclosure under paragraph 1 of this
subsection to the board of directors of each company that is the
subject of the service; and
3. While such services are being provided, publicly and
conspicuously disclose on the home or front page of the proxy
advisor's website a statement that the advisor's proxy advisory
services include one or more services that include recommendations
or policies against company management on company proposals or proxy
proposals that are not made based on a written financial analysis
regarding the impact of that recommended action on company investors
that:
ENR. H. B. NO. 4429 Page 6
a. analyzes the expected short-term and long-term
financial benefits and costs to the company of
implementing the company proposal or proxy proposal,
b. concludes what vote or course of action is most likely
to positively affect shareholder value, and
c. explains the methods and processes used to prepare the
analysis, including the experience and geographic
location of the personnel who formed the
recommendation.
B. If a proxy advisor makes a recommendation against company
management on a company proposal or proxy proposal, or makes a
default recommendation or policy involving votes against company
management on company proposals or proxy proposals, and the proxy
advisor does so based on a written financial analysis, the proxy
advisor shall:
1. Concurrently with providing the proxy advisory service,
include a clear and conspicuous disclosure to each shareholder, or
entity or other person acting on behalf of a shareholder, receiving
the proxy advisory service that:
a. identifies the service being provided,
b. identifies the recommendation or policy at issue,
c. states that the proxy advisor has made the
recommendation or policy based on a written financial
analysis that:
(1) analyzes the expected short-term and long-term
financial benefits and costs to the company of
implementing the company proposal or proxy
proposal,
(2) concludes what vote or course of action is most
likely to positively affect shareholder value,
and
(3) explains the methods and processes used to
prepare the analysis, including the experience
and geographic location of the personnel who
formed the recommendation, and
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d. states that the analysis is available upon request;
2. Make such analysis available within a reasonable time to any
recipient of the proxy advisory service upon request; and
3. For a proxy advisory service covered by subparagraphs a
through c of paragraph 7 of Section 3 of this act, concurrently with
providing the proxy advisory service, provide a copy of such
analysis to the board of directors of each company that is the
subject of the service.
SECTION 5. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1004 of Title 71, unless there
is created a duplication in numbering, reads as follows:
A. A violation of this act is a deceptive trade practice under
applicable state law and is actionable under the enforcement
provisions of that statute. The Attorney General may exercise all
investigative powers under any applicable law related to deceptive
practices if the Attorney General has reason to believe a violation
has occurred, is occurring, or is about to occur.
B. In addition to enforcement under subsection A of this
section, any person aggrieved by a violation of this act may bring
an action seeking a declaratory judgment or injunctive relief
against a proxy advisor who violates this act. Not later than the
seventh day after the date on which an action is brought under this
subsection, the plaintiff shall provide written notice to the
Attorney General, who has a right to intervene in the action. For
purposes of this subsection, an aggrieved person includes:
1. A recipient of proxy advisory services provided by the proxy
advisor;
2. A company that is the subject of proxy advisory services
covered by subparagraphs a through c of paragraph 7 of Section 3 of
this act provided by the proxy advisor; and
3. Any shareholder, unitholder, limited partner, or other
equity owner of a company covered by paragraph 2 of this subsection.
SECTION 6. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1005 of Title 71, unless there
is created a duplication in numbering, reads as follows:
ENR. H. B. NO. 4429 Page 8
Nothing in this act eliminates any claim under any applicable
law governing deceptive practices, regardless of whether that claim
accrues before or after the effective date of this act.
SECTION 7. This act shall become effective November 1, 2026.
ENR. H. B. NO. 4429 Page 9
Passed the House of Representatives the 25th day of March, 2026.
Presiding Officer of the House
of Representatives
Passed the Senate the 28th day of April, 2026.
Presiding Officer of the Senate
OFFICE OF THE GOVERNOR
Received by the Office of the Governor this ____________________
day of ___________________, 20_______, at _______ o'clock _______ M.
By: _________________________________
Approved by the Governor of the State of Oklahoma this _________
day of ___________________, 20_______, at _______ o'clock _______ M.
_________________________________
Governor of the State of Oklahoma
OFFICE OF THE SECRETARY OF STATE
Received by the Office of the Secretary of State this __________
day of ___________________, 20_______, at _______ o'clock _______ M.
By: _________________________________