,,ii  #aagth ,,congress  #b;d ,session  
,s4 #cide  ,,in ,,the ,,senate ,,of     
,,the ,,united ,,states  ,march #bi1    
#bjbb,mr4 ,hagerty 7for himself1 ,mr4   
,daines1 ,mr4 ,tillis1 and ,ms4 ,lummis7
 introduced the following bill2 which   
was read twice and referred to the      
,committee on ,banking1 ,housing1 and   
,urban ,affairs  ,a ,,bill  ,to amend   
the ,securities ,exchange ,act of #aicd 
to address the solicitation of proxy    
with respect to securities1 and for     
other purposes4  #a4 ,short title ,this 
,act may be cited as the ,restoring     
,shareholder ,transparency ,act of      
#bjbb4  #b4 ,proxies ,section #ad7;a7 of
 the ,securities ,exchange ,act of #aicd
 7#ae ,u4,s4,c4 #ghn7a77 is amended by  
adding at the end the following3  7#c7  
,for the purposes of this subsection1   
soliciting any proxy or consent or      
authorization in respect of a security--
 7,a7 includes the furnishing of a form 
of proxy or other communication to a    
holder of the security under            

circumstances reasonably calculated to  
result in the procurement1 withholding1 
or revocation of a proxy1 including any 
proxy voting advice that-- 7i7 makes a  
recommendation to the security holder as
 to the vote1 consent1 or authorization 
of the security holder on a specific    
matter for which the approval of the    
security holder is solicited2 and  7ii7 
is furnished by a person that-- 7,i7    
markets the expertise of the person as a
 provider of such proxy voting advice1  
separately from other forms of          
investment advice2 and  7,,ii7 sells    
such proxy voting advice for a fee2 and 
7,b7 does not include the furnishing of 
any proxy voting advice by a person that
 furnishes such advice only in response 
to an unprompted request4  4  #c4       
,shareholder proposals  7a7 ,in general 
,the ,securities ,exchange ,act of #aicd
 7#ae ,u4,s4,c4 #gh;a et seq47 is       
amended-- 7#a7 in section #f7;b7 7#ae   
,u4,s4,c4 #gh;f7b771 by adding at the   
end the following3  7#aa7 ,the rules of 

the exchange do not require an issuer to
 be in compliance with section          
#bdj4ad;a-#h of title #ag1 ,code of     
,federal ,regulations1 or any successor 
regulation1 as a condition of having a  
security of the issuer listed on the    
exchange4  2 and  7#b7 in section #ad   
7#ae ,u4,s4,c4 #ghn71 by adding at the  
end the following3  7k7 ,shareholder    
proposals ,notwithstanding any other    
provision of law or regulation1         
beginning on the date of enactment of   
this subsection1 no issuer shall be     
subject to the requirements of section  
#bdj4ad;a-#h of title #ag1 ,code of     
,federal ,regulations1 or any successor 
regulation1 unless the issuer agrees to 
be subject to those requirements4  4    
7b7 ,bases for exclusion ,not later than
 #a year after the date of enactment of 
this ,act1 the ,securities and ,exchange
 ,commission shall amend section        
#bdj4ad;a-#h7;i7 of title #ag1 ,code of 
,federal ,regulations1 or any successor 
regulation1 to provide that all of the  

bases for exclusion of a proposal under 
that provision shall apply without      
regard to whether the proposal relates  
to a significant social policy issue4   
7c7 ,market value ,not later than #cj   
days after the date of enactment of this
 ,act1 the ,securities and ,exchange    
,commission shall amend section         
#bdj4ad;a-#h7;b77#a7 of title #ag1 ,code
 of ,federal ,regulations1 or any       
successor regulation-- 7#a7 by amending 
clause 7i7 to read as follows3 7i7 ,you 
must hold at least #a percent of the    
market value of the company's           
securities42 and  7#b7 by striking      
clause 7vi74