SB879: Bill Text

2025 - 2026 LEGISLATURE

LRB-5058/1

ARG:skw

2025 SENATE BILL 879

January 23, 2026 - Introduced by Senator Jacque, cosponsored by Representative Kreibich. Referred to Committee on Financial Institutions and Sporting Heritage.

SB879,1,1 An Act to create 100.77 of the statutes; relating to: proxy advisory services.

Analysis by the Legislative Reference Bureau

This bill imposes certain requirements on proxy advisors with respect to the advisory services they provide to shareholders of publicly traded companies.

Federal law generally requires companies whose stock is publicly traded to provide to shareholders and file with the U.S. Securities and Exchange Commission, prior to a shareholder meeting, a “proxy statement” summarizing proposals to be voted on by shareholders at the meeting, such as proposals relating to the election of directors, executive compensation, or approval of certain corporate transactions. A shareholder vote “by proxy” means either that the shareholder’s vote is made by mail or electronically or by means other than the shareholder’s presence at the shareholder meeting or that the shareholder delegated authorization to another to vote on the shareholder’s behalf.

The bill defines a “proxy advisor” as a person who, for compensation, provides shareholders and others with certain advisory services, such as advice or a recommendation on how to vote on a proposal included in a company’s proxy statement, research and analysis regarding such a proposal, or the development of proxy voting recommendations or policies (together, “proxy advisory services”). The provisions of the bill depend on whether a proxy advisor, in making a recommendation against, or in providing a system, rules, principles, or guidelines to assist with voting decisions involving votes against, company management on a proposal included in a company’s proxy statement acted based on a written financial analysis that 1) analyzes the expected short-term and long-term financial benefits and costs to a company of implementing the proposal; 2) concludes what vote or course of action is most likely to positively affect shareholder value; and 3) explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the recommendation.

Under the bill, if the proxy advisor did not act based on such a written financial analysis, the proxy advisor must do all of the following:

1. Include along with its proxy advisory services a disclosure to each shareholder or shareholder’s representative receiving the proxy advisory services that identifies the proxy advisory service being provided and the recommendation or policy at issue and that states that the proxy advisor has made the recommendation or policy without doing so based on a written financial analysis regarding the effect on company investors.

2. Provide the disclosure under item 1 to the board of directors of the company that is the subject of proxy advisory services involving advice or a recommendation on how to vote on a company’s proxy statement proposal or research and analysis regarding such a proposal.

3. Disclose on the home page of its website that its proxy advisory services include recommendations or policies against company management that are not based on a written financial analysis regarding the effect on company investors.

Under the bill, if the proxy advisor acts based on a written financial analysis, the proxy advisor must do all of the following:

1. Include along with its proxy advisory services a disclosure to each shareholder or shareholder’s representative receiving the proxy advisory services that identifies the proxy advisory service being provided and the recommendation or policy at issue and that states that the proxy advisor has made the recommendation or policy based on a written financial analysis that is available upon request.

2. Make the written financial analysis available, upon request, within a reasonable time to any client of the proxy advisor.

3. Provide a copy of the written financial analysis to the board of directors of the company that is the subject of proxy advisory services involving advice or a recommendation on how to vote on a company’s proxy statement proposal or research and analysis regarding such a proposal.

A proxy advisor’s violation of the bill’s provisions is a violation of the state’s unfair and deceptive practices laws. The bill provides investigative and enforcement authority to the Department of Justice and district attorneys. The bill also allows a person aggrieved by a proxy advisor’s violation to bring an action for a declaratory judgment or injunctive relief, but the plaintiff must give notice of the action to the attorney general.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

SB879,1 Section 1. 100.77 of the statutes is created to read:

SB879,3,1 100.77 Proxy advisory services. (1) Definitions. In this section:

SB879,3,6 (a) “Company” means a publicly traded, for-profit corporation, limited liability company, partnership, or other business entity that has its principal place of business in this state and that is either organized under the laws of this state or is a foreign entity that has made a company proposal to become a domestic entity, whether by merger, conversion, interest exchange, or domestication.

SB879,3,11 (b) “Company proposal” means any proposal made by a company to its shareholders that is included in the company’s proxy statement, including a proposal relating to director nominations or elections, executive compensation, corporate transactions, corporate structure, auditor selection, or company policy on any subject.

SB879,3,14 (c) “Default recommendation or policy” means a system, set of rules, principles, or guidelines designed to assist with voting decisions on any company proposals or proxy proposals.

SB879,3,17 (d) “Proxy advisor” means a person who, for compensation, provides a proxy advisory service to shareholders of a company or to other persons with authority to vote on behalf of shareholders of a company.

SB879,3,20 (e) “Proxy advisory service” means any of the following services that are provided in connection with or in relation to a company or are provided to any person in this state:

SB879,3,22 1. Advice or a recommendation on how to vote on a company proposal or proxy proposal.

SB879,3,24 2. Proxy statement research and analysis regarding a company proposal or proxy proposal.

SB879,4,2 3. Development of proxy voting recommendations or policies, including establishing default recommendations or policies.

SB879,4,5 (f) “Proxy proposal” means any proposal made by a shareholder of a company that is included in the company’s proxy statement, including a proposal relating to any of the subjects that could be covered by a company proposal.

SB879,4,7 (g) “Shareholder” includes a shareholder, unit holder, limited partner, or other equity owner of a company.

SB879,4,9 (h) “Written financial analysis” means a written document that does all of the following:

SB879,4,11 1. Analyzes the expected short-term and long-term financial benefits and costs to a company of implementing a company proposal or proxy proposal.

SB879,4,13 2. Concludes what vote or course of action is most likely to positively affect shareholder value.

SB879,4,16 3. Explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the recommendation.

SB879,4,22 (2) Recommendation not based on written financial analysis. If a proxy advisor makes a recommendation against company management on a company proposal or proxy proposal, or provides a default recommendation or policy involving votes against company management on a company proposal or proxy proposal, and the proxy advisor does not do so based on a written financial analysis, the proxy advisor shall do all of the following:

SB879,5,2 (a) Concurrently with providing the proxy advisory service, include a clear and conspicuous disclosure to each shareholder, or person acting on behalf of a shareholder, receiving the proxy advisory service that does all of the following:

SB879,5,3 1. Identifies the proxy advisory service being provided.

SB879,5,4 2. Identifies the recommendation or policy at issue.

SB879,5,7 3. States that the proxy advisor has made the recommendation or policy without doing so based on a written financial analysis regarding the effect of that recommended action or policy on company investors that does all of the following:

SB879,5,9 a. Analyzes the expected short-term and long-term financial benefits and costs to the company of implementing the company proposal or proxy proposal.

SB879,5,11 b. Concludes what vote or course of action is most likely to positively affect shareholder value.

SB879,5,14 c. Explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the recommendation.

SB879,5,18 (b) For any proxy advisory service described in sub. (1) (e) 1. or 2., concurrently with providing the proxy advisory service, provide the disclosure under par. (a) to the board of directors of the company that is the subject of the proxy advisory service.

SB879,5,24 (c) While the proxy advisory service is being provided, publicly and conspicuously disclose on the home or front page of the proxy advisor’s website that the proxy advisor’s proxy advisory services include recommendations or policies against company management on company proposals or proxy proposals that are not made based on a written financial analysis regarding the effect of that recommended action or policy on company investors that does all of the following:

SB879,6,2 1. Analyzes the expected short-term and long-term financial benefits and costs to the company of implementing the company proposal or proxy proposal.

SB879,6,4 2. Concludes what vote or course of action is most likely to positively affect shareholder value.

SB879,6,7 3. Explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the recommendation.

SB879,6,13 (3) Recommendation based on written financial analysis. If a proxy advisor makes a recommendation against company management on a company proposal or proxy proposal, or provides a default recommendation or policy involving votes against company management on a company proposal or proxy proposal, and the proxy advisor does so based on a written financial analysis, the proxy advisor shall do all of the following:

SB879,6,16 (a) Concurrently with providing the proxy advisory service, include a clear and conspicuous disclosure to each shareholder, or person acting on behalf of a shareholder, receiving the proxy advisory service that does all of the following:

SB879,6,17 1. Identifies the proxy advisory service being provided.

SB879,6,18 2. Identifies the recommendation or policy at issue.

SB879,6,21 3. States that the proxy advisor has made the recommendation or policy based on a written financial analysis regarding the effect of that recommended action or policy on company investors that does all of the following:

SB879,6,23 a. Analyzes the expected short-term and long-term financial benefits and costs to the company of implementing the company proposal or proxy proposal.