Empowering Shareholders Act of 2026

Increased Flexibility for Beneficial Owners: Investment advisers would be required to vote in accordance with the instructions or published voting policies of the beneficial owner of a security. This allows those with a stake in the fund to have more direct influence over how their shares are voted. (Section 2(a)(1)(A))

Liability Protection for Investment Advisers: The bill establishes a "safe harbor" that prevents investment advisers from being held liable under various laws, regulations, or contracts when they vote according to the specified methods, such as following owner instructions or board recommendations. (Section 2(b))

Streamlined Information Access: Investment advisers must provide a form to allow voting persons to select a published voting policy, and this information can be delivered electronically through websites or mobile applications. (Section 2(d)(1) and (2))

Limited Scope for Routine Matters: The new voting requirements and the associated safe harbor protections do not apply to "routine matters," such as the election of directors, management compensation, or the selection of auditors. (Section 2(a)(2) and Section 2(e)(5))

Restrictions on Voting Policies: To qualify as a "published voting policy," the policy must not seek to set the day-to-day management decisions of an issuer, involve submitting shareholder proposals, nominate directors, or coordinate votes with other index managers. (Section 2(e)(3)(B))

Exceptions for Foreign Issuers: The specific requirements regarding proxy voting do not apply to foreign private issuers, provided their published voting policy is fully and fairly disclosed to beneficial owners. (Section 2(c))