Required Disclosures/Proxy Advisory Services.
This bill requires proxy advisory firms in North Carolina to clearly disclose when their voting recommendations are not based on a written financial analysis of how the vote affects shareholder value. The law defines a "written financial analysis" as a document that evaluates both short-term and long-term financial impacts and explains the methods used to reach a conclusion. If a firm recommends against company management or uses default policies that oppose management without such an analysis, it must inform clients that the recommendation was not grounded in these financial evaluations. Additionally, the bill mandates that proxy advisors provide these disclosures to both shareholders and company directors to ensure transparency in the voting guidance process.
Bill status
passed
3 of 5 stages cleared
Introduction
Apr 2026
Committee Review
Jun 2026
Senate Passage
Jun 2026
House Passage
Governor
Introduced Apr 30, 2026
Last action Jun 29, 2026
Maddy AI version diff · 2 comparisons
What changed between versions
Edition 1
→
Edition 2
·
5 edits
MODERATE
The bill was significantly rewritten to remove specific examples regarding ERISA fiduciaries and Glass Lewis, while adding a new exemption for small charitable organizations and clarifying that the law applies to companies headquartered or incorporated in North Carolina.
Scope change
The bill's applicability was narrowed to include only companies headquartered or incorporated in North Carolina, and a new exemption was added for small charities with less than $250,000 in proxy advisory revenue.
DEFINITION
Deleted specific references to ERISA fiduciaries and a statement alleging Glass Lewis does not conduct financial analyses.
Removed exclusions for accountants from the definition of 'Proxy advisor' and updated the list of excluded entities.
Revised the definition of 'Proxy advisory service' to explicitly include in-house brokerage and investment advisory services under the exemption.
ELIGIBILITY
Added an exemption for charitable organizations with gross annual proxy advisory revenue under $250,000.
SCOPE
Changed the definition of 'Company' to apply only to entities headquartered or incorporated in North Carolina, rather than those with a principal place of business in the state.
Floor votes · Senate Jun 24, 2026
How they voted
29–13
Passed · 8 other
Total votes 50
Jun 24, 2026
D
Democratic19
68% Nay
R
Republican31
83% Yea
Vote distribution
All Yea
All Nay
Mixed
No data
Full legislative history
Actions timeline
Total actions
17
Key actions
5
Committee
8
Jun 29, 2026
Committee
Ref To Com On Rules, Calendar, and Operations of the House
lower
Jun 24, 2026
Upper · Passed
Passed 3rd Reading
upper
Jun 23, 2026
Upper · Passed
Reptd Fav
upper
Jun 17, 2026
Committee
Re-ref Com On Rules and Operations of the Senate
upper
Jun 17, 2026
Upper · Passed
Reptd Fav
upper
Jun 16, 2026
Committee
Re-ref Com On Judiciary
upper
Jun 16, 2026
Upper · Passed
Com Substitute Adopted
upper
Jun 16, 2026
Upper · Passed
Reptd Fav Com Substitute
upper
Jun 11, 2026
Committee
Re-ref to Finance. If fav, re-ref to Judiciary. If fav, re-ref to Rules and Operations of the Senate
upper
May 4, 2026
Committee
Ref To Com On Rules and Operations of the Senate
upper
Apr 30, 2026
Introduced
Filed
upper
2 primary · 2 co-sponsors
Sponsors
Role
Legislator
Party
State
District
P
Buck Newton
RRepublican
P
Dave Craven
RRepublican
Co
Brad Overcash
RRepublican
Co
Tim Moffitt
RRepublican
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