Texas Business Organizations Code

§ 6A.102 — DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS

BO § 6A.102Title 1. GENERAL PROVISIONS · Ch. 6A. PROXY ADVISORY SERVICES · Art. B. DISCLOSURE REQUIREMENTS FOR PROXY ADVISORS

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(a)For purposes of this section, "materially different," with respect to advice or a recommendation on how to vote on a company proposal or proxy proposal, means simultaneously advising or recommending that:

(1)one or more clients vote for the proposal and one or more clients vote against the proposal;

(2)one or more clients vote for a nominee for a company's governing authority and one or more clients vote against or abstain from voting for the same nominee; or

(3)one or more clients vote for or against the proposal in opposition to the recommendation of the company's management.

(b)If a proxy advisor provides to different clients who have not expressly requested services for a nonfinancial purpose either advice or a recommendation on how to vote on a proxy or company proposal that is materially different, the advisor shall:

(1)if applicable, comply with disclosure requirements for nonfinancial proxy advisory services under Section 6A.101(b);

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Legislative history

Added by Acts 2025, 89th Leg., R.S., Ch. 1153 (S.B. 2337), Sec. 2, eff. September 1, 2025.