Read the full stored bill text
26LSO-0336
2026
STATE OF WYOMING
26LSO-0336
Numbered
2.0
HOUSE BILL NO. HB0175
Proxy Advisor Transparency Act.
Sponsored by: Representative(s) Smith
A BILL
for
AN ACT relating to corporations, partnerships and associations; requiring proxy advisors to disclose when proxy advisory services are not based on a written financial analysis as specified; requiring proxy advisors to disclose when proxy advisory services are based on a written financial analysis as specified; requiring proxy advisors to disclose proxy advisory services on their websites as specified; authorizing the secretary of state to discipline registered investment advisers for violations of the disclosure requirements; providing definitions; providing legislative findings; providing for a penalty; providing for a civil cause of action; making conforming amendments; providing rulemaking authority; specifying applicability; and providing for effective dates.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1.
(a)
The legislature finds that:
(i)
When shareholders of business entities hire professionals to provide advice in the exercise of their rights as shareholders, the shareholders reasonably expect those services to be performed based on a written financial analysis. The professionals who deviate from that shareholder expectation should clearly disclose that the services provided were not provided based on a written financial analysis;
(ii)
There is a particular need for disclosures for proxy voting advice because proxy voting advice is often provided for hundreds or thousands of shareholder votes each year and is typically based on lengthy policies that contain general statements that do not explain whether or how any particular recommendation will maximize financial returns for investors for any business entity or shareholders;
(iii)
Proxy advisors may not conduct a written financial analysis before making recommendations to shareholders despite having proxy voting policies that state the purpose of the recommendation is to maximize and protect shareholder value;
(iv)
Requiring proxy advisors to provide clear, factual disclosures when a recommendation is not based on a written financial analysis is necessary to prevent fraudulent or deceptive trade practices within this state;
(v)
A business entity that is the subject of a shareholder proposal may have information relevant to whether the shareholder proposal is in the shareholders' financial interests, including information regarding the costs of the proposal. Requiring proxy advisors to provide notice to the shareholders would allow the shareholders to help prevent deceptive trade practices associated with proxy advisors making recommendations that are not based on a written financial analysis.
Section 2.
W.S. 17
‑
33
‑
101 through 17
‑
33
‑
103 are created to read:
CHAPTER 33
PROXY ADVISOR TRANSPARENCY ACT
17
‑
33
‑
101.
Short title.
This act shall be known and may be cited as the "Wyoming Proxy Advisor Transparency Act."
17
‑
33
‑
102.
Definitions.
(a)
As used in this act:
(i)
"Company" means a publicly
‑
traded for
‑
profit business entity;
(ii)
"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 director nominations or elections or any proposal relating to director nominations or elections, executive compensation, corporate transactions, corporate structure, auditor selection or company policy on any subject;
(iii)
"Default recommendation or policy" means a system, set of rules, principles or guidelines designed to assist with voting decisions on any company proposal or proxy proposal;
(iv)
"Proxy advisor" means a person who, for compensation, provides a proxy advisory service;
(v)
"Proxy advisory service" means any of the following services that are provided to any person in this state or provided in connection with or in relation to a company:
(A)
Advice or recommendations on how to vote on any matter to be voted on by shareholders of a company;
(B)
Proxy statement research and analysis regarding any matter to be voted on by shareholders of a company;
(C)
Development of proxy voting recommendations or policies, including establishing default recommendations or policies.
(vi)
"Proxy proposal" means any proposal made by a shareholder of a company that is included in the company's proxy statement or has been submitted to be included in the company's proxy statement, including but not limited to a proposal related to any of the subjects that could be covered by a company proposal;
(vii)
"Shareholder" includes a shareholder, member, unitholder, limited partner or other equity owner of a company;
(viii)
"Written financial analysis" means a written document that:
(A)
Analyzes the expected short
‑
term and long
‑
term financial benefits and costs to the company implementing a company proposal or a 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 written financial analysis, including the experience and geographic location of the personnel who formed the recommendation.
17
‑
33
‑
103.
Disclosure requirements for proxy advisors; penalty; civil cause of action.
(a)
If a proxy advisor makes a recommendation against company management on a company proposal or a proxy proposal or makes a default recommendation or policy involving votes against company management on company proposals or proxy proposals and the recommendation or default recommendation or policy is not based on a written financial analysis, then the proxy advisor shall provide a disclosure to each shareholder, or other person acting on behalf of a shareholder, receiving the proxy advisory service. For any proxy advisory service as defined in W.S. 17
‑
33
‑
102(a)(v)(A) or (B), the proxy advisor shall also provide the disclosure under this subsection to the board of directors of each company that is the subject of the proxy advisory service.
(b)
The disclosure required under subsection (a) of this section shall be provided at the same time and in the same format as the proxy advisory service and shall, in a clear and conspicuous manner:
(i)
Identify the proxy advisory service that is being provided to the person receiving the proxy advisory service;
(ii)
Identify the recommendation against company management on a company proposal or proxy proposal or the default recommendation or policy involving votes against company management on company proposals or proxy proposals;
(iii)
State that the proxy advisor has made the recommendation or default recommendation or policy without doing so based on a written financial analysis that:
(A)
Analyzes the expected short
‑
term and long
‑
term financial benefits and costs to the company 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 personnel who formed the recommendation or default recommendation or policy.
(c)
Each proxy advisor required to provide a disclosure under subsection (a) of this section shall publicly and in a clear and conspicuous manner disclose on the home page or front page of the proxy advisor's website that the proxy advisor's proxy advisory services include recommendations or default recommendations or policies that are against company management on company proposals or proxy proposals and that are not based on written financial analyses that:
(i)
Analyzes the expected short
‑
term and long
‑
term financial benefits and costs to the company implementing the company proposal or proxy proposal;
(ii)
Concludes what vote or course of action is most likely to positively affect shareholder value; and
(iii)
Explains the methods and processes used to prepare the analysis, including the experience and geographic location of personnel who formed the recommendation or default recommendation or policy.
(d)
If a proxy advisor makes a recommendation against company management on a company proposal or a proxy proposal or makes a default recommendation or policy involving votes against company management on company proposals or proxy proposals and the recommendation or default recommendation or policy is based on a written financial analysis, then the proxy advisor shall provide a disclosure to each shareholder, or other person acting on behalf of a shareholder, receiving the proxy advisory service. For any proxy advisory service as defined in W.S. 17
‑
33
‑
102(a)(v)(A) or (B), the proxy advisor shall also provide the disclosure under this subsection to the board of directors of each company that is the subject of the proxy advisory service.
(e)
The disclosure required under subsection (d) of this section shall be provided at the same time and in the same format as the proxy advisory service and shall, in a clear and conspicuous manner:
(i)
Identify the proxy advisory service that is being provided to the person receiving the proxy advisory service;
(ii)
Identify the recommendation against company management on a company proposal or proxy proposal or the default recommendation or policy involving votes against company management on company proposals or proxy proposals;
(iii)
State that the proxy advisor has made the recommendation or default recommendation or policy based on a written financial analysis that:
(A)
Analyzes the expected short
‑
term and long
‑
term financial benefits and costs to the company 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 personnel who formed the recommendation or default recommendation or policy.
(iv)
State that the written financial analysis is available upon request.
(f)
Upon request by any person who received the disclosure under subsection (d) of this section, a proxy advisor shall make the written financial analysis available in electronic form within a reasonable time.
(g)
A person who violates this section commits an unlawful deceptive trade practice under W.S. 40
‑
12
‑
105.
(h)
In addition to enforcement under subsection (g) of this section, a shareholder, or other person acting on behalf of a shareholder, who received the proxy advisory service at issue or a company that is the subject of the proxy advisory service aggrieved by a violation of this section may bring a civil cause of action against a proxy advisor for a declaratory judgment or injunctive relief in a court of competent jurisdiction. Not later than the seventh day after the date on which an action is brought under this subsection, the plaintiff shall provide written notice by regular mail to the attorney general. The attorney general may intervene in an action under this subsection. Nothing in this subsection shall be construed to limit any remedy available under the Wyoming Consumer Protection Act in W.S. 40
‑
12
‑
101 through 40
‑
12
‑
114.
Section 3.
W.S. 17
‑
4
‑
412(d) by creating a new paragraph (xv) and 40
‑
12
‑
105(a) by creating a new paragraph (xviii) are amended to read:
17
‑
4
‑
412.
Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration.
(d)
A person may be disciplined under subsections (a) through (c) of this section if the person:
(xv)
Has violated W.S. 17
‑
33
‑
103.
40
‑
12
‑
105.
Unlawful practices.
(a)
A person engages in a deceptive trade practice unlawful under this act when, in the course of his business and in connection with a consumer transaction, he knowingly:
(xviii)
Violates W.S. 17
‑
33
‑
103.
Section 4.
This act shall apply to proxy advisory services provided by proxy advisors to shareholders on or after July 1, 2026.
Section 5.
The secretary of state shall promulgate rules as necessary to implement this act.
Section 6.
(a)
Except as provided in subsection (b) of this section, this act is effective July 1, 2026.
(b)
Sections 5 and 6 of this act are effective immediately upon completion of all acts necessary for a bill to become law as provided by Article 4, Section 8 of the Wyoming Constitution.
(END)
1
HB0175