H.R. 8265

119 HR 8265 IH: Empowering Shareholders Act of 2026
 U.S. House of Representatives
 2026-04-14
 text/xml
 EN
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 I  119th CONGRESS  2d Session  H. R. 8265  IN THE HOUSE OF REPRESENTATIVES   April 14, 2026   Mr. Huizenga  introduced the following bill; which was referred to the  Committee on Financial Services    A BILL
To amend the Investment Advisers Act of 1940 to establish requirements for proxy voting of passively managed funds, and for other purposes.
1.
Short title
This Act may be cited as the   Empowering Shareholders Act of 2026  .
2.
Proxy voting of passively managed funds
(a)
In general
The Investment Advisers Act of 1940 ( 15 U.S.C. 80b–1 et seq. ) is amended by inserting after section 208 ( 15 U.S.C. 80b–8 ) the following:
208A.
Proxy voting of passively managed funds
(a)
Investment adviser proxy voting
(1)
In general
An investment adviser that holds authority to vote a proxy solicited by an issuer pursuant to section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) in connection with any vote of covered securities held by a passively managed fund shall—
(A)
vote in accordance with the instructions (which may include the selection of a published voting policy) of the beneficial owner (or fiduciary or other designee with proxy voting authority on their behalf) of a voting security of the passively managed fund;
(B)
vote in accordance with the voting recommendations of the board of directors (or similar governing body) of such issuer;
(C)
abstain from voting such securities but make reasonable efforts to be considered present for purposed of establishing a quorum; or
(D)
pursuant to rules issued by the Commission, instruct vote tabulators to make a reasonable effort to mirror vote shares to reflect the elections of the other shareholders in the covered security.
(2)
Exception
Paragraph (1) shall not apply with respect to a vote on a routine matter.
(b)
Safe harbor
With respect to a routine or non-routine vote, voted in the manner required by subsection (a)(1), an investment adviser shall not be liable to any person under any law or regulation of the United States, any constitution, law, or regulation of any State or political subdivision thereof, or under any contract or other legally enforceable agreement (including any arbitration agreement), for any of the following:
(1)
Voting in accordance with the instructions of the beneficial owner (or that beneficial owner’s designee with proxy voting authority) of a voting security of the passively managed fund.
(2)
Not soliciting voting instructions from any person.
(3)
Voting in accordance with the voting recommendations of an issuer under subsection (a)(1)(B) with respect to such vote.
(4)
Abstaining from voting in accordance with subsection (a)(1)(C) with respect to such vote.
(5)
Instructing vote tabulators to make a reasonable effort to mirror vote shares to reflect the elections of the other shareholders in a covered security, pursuant to rules issued by the Commission described in subsection (a)(1)(D).
(c)
Foreign private issuers exemption
Subsection (a) shall not apply with respect to a foreign private issuer if the published voting policy of the investment advisor with respect to such foreign private issuer is fully and fairly disclosed to beneficial owners, including the extent to which such policy differs from the published voting policy for non-exempt issuers.
(d)
Dissemination of information
(1)
In general
Any investment adviser subject to the requirements of subsection (a)(1) shall, with respect to the dissemination of information and other material to a voting person, comply with the following requirements, unless the voting person affirmatively declines to receive that information and other material:
(A)
Provide the voting person (or the relevant intermediary with whom the investment adviser has access) with a form to select a published voting policy.
(B)
Provide the voting person with not less than 5 business days after the date on which the voting person receives the form described under subparagraph (A) to return that form to the investment adviser.
(2)
Electronic delivery
All, or any portion, of the materials that an investment adviser is required to provide under paragraph (1)(A) may be provided electronically, including through—
(A)
an internet website;
(B)
another digital, internet, or electronic-based information repository; or
(C)
a mobile application.
(e)
Definitions
In this section:
(1)
Covered security
The term  covered security —
(A)
means a voting security, as that term is defined in section 2(a) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(a) ), in which a qualified fund is invested; and
(B)
does not include any voting security (as defined in subparagraph (A)) of an issuer registered with the Commission as an investment company under section 8 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–8 ).
(2)
Passively managed fund
The term  passively managed fund  means a qualified fund—
(A)
that—
(i)
is designed to track, or is derived from, an index of securities or a portion of such an index;
(ii)
discloses that the qualified fund is a passive index fund; or
(iii)
allocates not less than 60 percent of the total assets of the qualified fund to an investment strategy that is designed to track, or is derived from, an index of securities or a portion of such an index fund; and
(B)
that commits to refrain from exercising control over an issuer through voting or investment authority.
(3)
Published voting policy
The term  published voting policy  means—
(A)
a policy that—
(i)
articulates how proportionate shares would be expected to be voted in anticipated proxy voting matters; and
(ii)
is made available to investors, including via website or other electronic means; and
(B)
in the case of a policy of a passively managed fund or an investment adviser, a policy that does not—
(i)
seek to set the strategy or day-to-day management decisions of the issuer;
(ii)
involve submitting shareholder proposals;
(iii)
seek to nominate directors; and
(iv)
coordinate votes with other index managers.
(4)
Qualified fund
The term  qualified fund  means—
(A)
an investment company;
(B)
a private fund;
(C)
an eligible deferred compensation plan, as that term is defined in  section 457(b)  of the Internal Revenue Code of 1986;
(D)
a trust, plan, account, or other entity described in section 3(c)(11) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3(c)(11) );
(E)
a plan maintained by an employer described in clause (i), (ii), or (iii) of  section 403(b)(1)(A)  of the Internal Revenue Code of 1986 to provide annuity contracts described in section 403(b) of such Code;
(F)
a common trust fund, or similar fund, maintained by a bank;
(G)
any fund established under section 8438(b)(1) of title 5, United States Code; or
(H)
any separate managed account of a client of an investment adviser.
(5)
Routine matter
The term  routine matter —
(A)
includes a proposal that relates to—
(i)
an election with respect to the board of directors of a registrant;
(ii)
the compensation of management or the board of directors of a registrant;
(iii)
the selection of auditors; or
(iv)
declassification; and
(B)
does not include—
(i)
a proposal that is not submitted to a holder of covered securities by means of a proxy statement comparable to that described in section 240.14a–101 of title 17, Code of Federal Regulations, or any successor regulation; or
(ii)
a proposal that is—
(I)
the subject of a counter-solicitation; or
(II)
part of a proposal made by a person other than the applicable registrant.
  .
(b)
Effective date
The amendment made by this section shall take effect 1 year after the date of enactment of this Act.