Section 1. Short title

This Act may be cited as the Protecting Americans’ Savings Act.

Sec. 2. Requirements related to proxy voting

Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:

(l) Prohibition on robovoting

(1) In general

The Commission shall issue final rules prohibiting the use of robovoting with respect to votes related to proxy or consent solicitation materials.

(2) Robovoting defined

In this subsection, the term robovoting means the practice of automatically voting in a manner consistent with the recommendations of a proxy advisory firm or on a proxy advisory firm’s electronic voting platform with the proxy advisory firm’s recommendations, in either case, without independent review and analysis.

(m) Prohibition on outsourcing voting decisions by institutional investors

With respect to votes related to proxy or consent solicitation materials, an institutional investor may not outsource voting decisions to any person other than an investment adviser or a broker or dealer that is registered with the Commission, or is exempt from such registration, and has a fiduciary or best interest duty to the institutional investor.

(n) No requirement To vote

No person may be required to cast votes related to proxy or consent solicitation materials, unless obligated by their fiduciary duty or Rule 206(4)–6 (17 CFR 275.206(4)–6).