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S. 3945 (117th): Restoring Shareholder Transparency Act of 2022

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The summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress, and was published on Sep 13, 2022.

Restoring Shareholder Transparency Act of 2022

This bill limits corporate shareholder proposals and revises proxy voting protocols for shareholders. Current shareholder proposal rules address who is eligible to submit shareholder proposals for a vote and the dissemination of information to voters through a proxy statement.

Under the bill, a company is not required to comply with these shareholder proposal rules. Instead, a company may opt-in to these rules.

The bill also revises these rules to require a shareholder hold at least 1% of the market value of the company's securities in order to submit a shareholder proposal. Under current rules, a shareholder's ability to submit a proposal depends upon the dollar amount of shares held and the length of time the shares have been held. It also revises these rules to provide that a company's allowed bases for exclusion of a proposal apply without regard to whether the proposal relates to a significant social policy issue. Under current guidance, a shareholder proposal may overcome a company's exclusion if the proposal is of social policy significance.

Finally, the bill generally prohibits proxy voting advice furnished by a person who provides such advice for a fee.