HB 1273 — Requirements for proxy advisors.

Summary

Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does not do so based on a written financial analysis, the proxy advisor shall do the following: (1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services, that: (A) identifies the services being provided by the proxy advisor; (B) identifies the recommendation at issue; and (C) states that the proxy advisor has made the recommendation without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. (2) If the proxy advisor provides certain proxy advisory services, then at the time the proxy advisor provides the proxy advisory services, the proxy advisor must provide to entity management the disclosure provided to each interest holder or any person acting on behalf of an interest holder receiving the proxy advisory services. (3) For the entire time that a proxy advisor is providing proxy advisory services to an interest holder of an entity or any person acting on behalf of an interest holder of an entity, prominently display on the home page of the proxy advisor's website a statement that the proxy advisor has made a recommendation: (A) against entity management on an entity proposal or proxy proposal; and (B) without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does so based on a written financial analysis, the proxy advisor shall do the following: (1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder, receiving proxy advisory services, that: (A) identifies the services being provided by the proxy advisor; (B) identifies the recommendation at issue; (C) states that the proxy advisor utilized a written financial analysis regarding the impact that the recommended action would have on entity interest holders in making the recommendation; and (D) states that the written financial analysis is available upon request. (2) Make the written financial analysis available to an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services within a reasonable time after an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services requests the written financial analysis. (3) If the proxy advisor provides certain proxy advisory services, then at the time the proxy advisor provides the proxy advisory services, the proxy advisor must provide a copy of the written financial analysis to entity management. Amends the definition of "consumer transaction" for purposes of the deceptive consumer sales act to include the provision of a product or service to a state agency or a local agency in Indiana. Amends the definition of "supplier" for purposes of the deceptive consumer sales act to include an entity that provides a product or service to a state agency or a local agency in Indiana. Provides that an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a state agency may be brought and enforced only by the attorney general. Provides that an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a local agency may be brought and enforced only by an attorney acting on behalf of the local agency, unless the local unit of government served by the local agency requests the attorney general to bring and enforce an action on behalf of the local unit. Provides that in an action that arises from a consumer transaction involving the provision of a product or service by a supplier to a state agency or a local agency, a court may take certain actions.

Bill Text

• Enrolled Enrolled House Bill (H) Current pdf
• House Bill (H) View text pdf
• House Bill (S) View text pdf
• Introduced Introduced House Bill (H) pdf

Action History

1. March 03, 2026

   Signed by the Governor

2. February 27, 2026

   Signed by the President of the Senate

3. February 27, 2026

   Signed by the President Pro Tempore

4. March 03, 2026

   Public Law 60

5. February 25, 2026

   House concurred with Senate amendments; Roll Call 368: yeas 72, nays 20

6. February 25, 2026

   Signed by the Speaker

7. February 24, 2026

   Dissent rescinded

8. February 24, 2026

   Motion to concur filed

9. February 19, 2026

   House advisors appointed: Teshka, Lauer, Miller K

10. February 19, 2026

    House conferees appointed: Pierce K, Andrade

11. February 19, 2026

    Senate conferees appointed: Baldwin, Qaddoura

12. February 19, 2026

    Senate advisors appointed: Randolph Lonnie M, Walker K

13. February 18, 2026

    Motion to dissent filed

14. February 18, 2026

    House dissented from Senate amendments

15. February 18, 2026

    Returned to the House with amendments

16. February 17, 2026

    Third reading: passed; Roll Call 186: yeas 41, nays 4

17. February 16, 2026

    Second reading: ordered engrossed

18. February 12, 2026

    Committee report: amend do pass, adopted

19. January 26, 2026

    First reading: referred to Committee on Insurance and Financial Institutions

20. January 20, 2026

    Third reading: passed; Roll Call 63: yeas 67, nays 21

21. January 21, 2026

    Referred to the Senate

22. January 20, 2026

    Senate sponsor: Senator Baldwin

23. January 15, 2026

    Second reading: ordered engrossed

24. January 14, 2026

    Representative Teshka added as coauthor

25. January 13, 2026

    Committee report: amend do pass, adopted

26. January 12, 2026

    Representative Andrade added as coauthor

27. January 06, 2026

    First reading: referred to Committee on Financial Institutions

28. January 06, 2026

    Authored by Representative Pierce K

Sponsors

• Kyle Pierce · Primary

Votes

Subjects