H.R. 4645 — Empowering Shareholders Act of 2023

This bill establishes guidelines for passively managed funds (e.g., index funds) that vote shares on behalf of fund investors in proxy shareholder votes. Under the bill, these funds must (1) vote shares according to instructions from the beneficial owner of the securities, (2) vote shares according to the voting instructions of the issuer, or (3) abstain from voting. The bill establishes an exemption for routine matters, such as an election to the board of directors. Additionally, the bill establishes a safe harbor from liability for investment advisers for (1) not soliciting voting instructions from beneficial owners, (2) voting shares according to the voting instructions of the issuer, or...