,,ii #aagth ,,congress #ast ,session ,s4 #afgg ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,may #ah1 #bjba ,ms4 ,baldwin 7for herself1 ,mr4 ,sanders1 ,ms4 ,warren1 ,mr4 ,merkley1 ,mr4 ,markey1 ,mr4 ,booker1 and ,mr4 ,blumenthal7 introduced the following bill2 which was read twice and referred to the ,committee on ,health1 ,education1 ,labor1 and ,pensions ,a ,,bill ,to establish a process by which participants of employee welfare plans select guidelines to be used by the plan fiduciary for voting proxies on securities held in investment portfolios under the plan1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,encouraging ,more ,proxy voting by ,organized ,workers1 ,employees1 and ,retirement ,savers ,act or the ,,empowers ,act4 #b4 ,trusteeship of single-employer plans ,section #djc7;a7 of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #aajc7;a77 is amended-- 7#a7 by redesignating paragraphs 7#a7 and 7#b7 as subparagraphs 7,a7 and 7,b71 respectively2 7#b7 by striking ,except as and inserting 7#a7 ,except as2 and 7#c7 by adding at the end the following3 7#b7 7,a7 ,the assets of a single-employer plan shall be held in trust by a joint board of trustees1 which shall consist of #b or more trustees representing on an equal basis the interests of the employer or employers maintaining the plan and the interests of the participants and their beneficiaries4 7,b7 7i7 ,except as provided in clause 7ii71 in any case in which the plan is maintained pursuant to one or more collective bargaining agreements between one or more employee organizations and one or more employers1 the trustees representing the interests of the participants and their beneficiaries shall be designated by such employee organizations4 7ii7 ,in any case in which clause 7i7 does not apply with respect to a single-employer plan because the plan is not described in clause 7i71 the trustee or trustees representing the interests of the participants and their beneficiaries shall consist of #a or more participants under the plan elected to serve as such in accordance with this clause4 7,c7 ,not later than one year after the date of enactment of the ,encouraging ,more ,proxy voting by ,organized ,workers1 ,employees1 and ,retirement ,savers ,act1 the ,secretary shall issue rules with respect to the election of trustees and certification of the results of such elections under subparagraph 7,b77ii74 ,such rules shall ensure that-- 7i7 employee trustee elections are-- 7,i7 fair and democratic and free from interference by the employer1 the employer's fiduciaries1 and the investment managers2 7,,ii7 designed to maximize participation by plan participants and their beneficiaries and to be convenient for participants1 and their beneficiaries when appropriate1 to vote2 7,,iii7 use the latest technologies to meet the objectives described in subclause 7,,ii72 7,,iv7 provide for a secret ballot to be used by the participants of the plan 7or1 in the case of a deceased participant1 by the beneficiary of such participant72 and 7,v7 provide one vote per participant1 which1 in the event a participant is deceased1 may be cast by the deceased participant's beneficiary2 and 7ii7 trustee vacancies are filled-- 7,i7 by the election process1 and not by appointment2 and 7,,ii7 not later than one month after the trustee position is vacant4 4 #c4 ,proxy voting guidelines for single employer plans 7a7 ,establishment of plan ,section #djb of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #aajb7 is amended by adding at the end the following3 7d7 ,proxy voting guidelines for single employer plans 7#a7 ,in general ,the trustees of a plan shall establish a set of proxy voting guidelines to direct the voting of the plan's shares of corporate stock by plan fiduciaries1 except in the case of an employee stock ownership plan as defined in section #djg7;d77#f74 7#b7 ,trustees 7,a7 ,training ,each plan trustee described in paragraph 7#a7 shall undergo training1 which shall-- 7i7 include education on proxy voting issues1 fund and executive compensation practices1 procedural prudence1 and appropriate long-term investing for retirement savers2 and 7ii7 be administered by a third party nonprofit organization with significant experience in educating trustees for service as employee representatives on employee benefit boards4 7,b7 ,training curriculum ,the training described in subparagraph 7,a7 shall follow a curriculum established by an entity selected by the ,secretary4 7,c7 ,fiduciary duty to undergo training ,a failure to undergo training and fulfill the obligation to develop guidelines in accordance with paragraph 7#a7 shall be deemed to be a violation of fiduciary duties under section #djd4 7#c7 ,voting guidelines with respect to different investment options ,a plan may establish multiple voting guidelines1 with each set of voting guidelines applicable to specific fiduciaries and investment options available to the plan participants4 7#d7 ,availability of voting guidelines ,the voting guidelines established pursuant to this subsection with respect to a plan shall be made available to all plan participants and beneficiaries4 7#e7 ,investment companies and pooled investment vehicles 7,a7 ,provision of voting guidelines ,if an employee benefit plan is invested in securities issued by an investment company registered under the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#a71 or any other pooled investment vehicle1 the trustees described in paragraph 7#a7 shall provide to the company the voting guidelines established under paragraph 7#a74 7,b7 ,proxy voting ,an investment company or pooled investment vehicle described in subparagraph 7,a7 shall vote in accordance with the guidelines provided under that subparagraph with respect to the percentage of proxies that is equivalent to the percentage of ownership of the employee benefit plan in the investment company4 7,c7 ,proxy voting record report ,an investment company described in subparagraph 7,a7 shall annually provide to the participant representation board a report on all the votes the investment company cast on behalf of the plan in the last year4 ,each such report shall provide the relevant provision of the plan's guidelines illustrating how the investment company made its determination4 7,d7 ,rule of construction ,nothing in this paragraph may be construed to deem securities issued by investment companies to employee benefit plans to be senior securities1 as defined in section #ah7;g7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj-ah7;g774 7#f7 ,exemption for small plans ,the ,secretary may exempt from the requirements of this subsection any plan with fewer than #ajj participants1 subject to the same requirements with respect to an exemption to reporting requirements under section #bebj4ajd-df of title #bi1 ,code of ,federal ,regulations 7or any successor regulations74 7#g7 ,conforming with ,secure ,act ,not later than one year after the enactment of this subsection1 the ,secretary shall promulgate rules to ensure that the requirements of this subsection apply to multiple employer plans with pooled providers plans as described in section #dac7;e7 of the ,internal ,revenue ,code of #aihf4 7#h7 ,investment manager proxy voting policies ,no investment manager shall require participating investors to accept the investment manager's own proxy voting policy as a condition of investment 4 7b7 ,prudence requirement ,section #djd7;a77#a7 of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #aajd7;a77#a77 is amended-- 7#a7 in subparagraph 7,c71 by striking and at the end2 7#b7 in subparagraph 7,d71 by striking the period and inserting 2 and2 and 7#c7 by adding at the end the following3 7,e7 in exercising a plan's proxy voting rights with respect to plan assets-- 7i7 may vote proxies in accordance with the plan's proxy voting guidelines as established by the plan's trustees1 unless the fiduciary determines that the casting of any proxy vote would be inconsistent with subparagraphs 7,a7 and 7,b72 and 7ii7 may consider-- 7,i7 the distinct and specific investment objectives and horizons of the participants and beneficiaries1 especially in contrast with other market actors engaged in proxy voting2 and 7,,ii7 the diversified nature of the plan's investments and the effect of any negative externalities generated by portfolio companies on the plan's ability to provide benefits to participants and beneficiaries by reducing the returns from other plan assets4 4