Prioritizing Economic Growth Over Woke Policies Act

The bill's short title was changed from 'GUARDRAIL Act of 2023' to 'Prioritizing Economic Growth Over Woke Policies Act,' signaling a broader policy intent beyond disclosure materiality.

Division B (Businesses Over Activists Act) adds a prohibition on the SEC compelling issuers to include or discuss shareholder proposals in proxy statements, and preserves state authority over shareholder proposals and proxy solicitation materials.

Division D (American FIRST Act of 2023) adds banking regulatory reform provisions, including a report on FSOC Chairperson recommendations and Executive Orders, requirements for rulemakings implementing policies of non-governmental international organizations, reporting on climate-related interactions with international organizations, and removal of the Vice Chairman for Supervision designation at the Federal Reserve.

Division C (Protecting Americans' Retirement Savings from Politics Act) adds extensive new rules allowing issuers to exclude ESG-related shareholder proposals from proxy materials, revises resubmission thresholds (10 percent for one vote, 20 percent for two votes, 40 percent for three or more votes over a 5-year window), and nullifies the SEC's proposed rule on substantial implementation and duplication of shareholder proposals.

Division C establishes a new registration regime for proxy advisory firms under the Securities Exchange Act, requiring them to register with the SEC, disclose conflicts of interest, maintain policies ensuring recommendations serve the 'best economic interest' of shareholders, designate compliance officers, file annual reports, and make methodologies publicly available. It also creates a private right of action against proxy advisory firms whose recommendations lead issuers to violate law.

Division C imposes new disclosure duties on institutional investment managers that use proxy advisory firms, requiring annual reports explaining how they voted on shareholder proposals, the percentage of votes consistent with proxy advisor recommendations, and a certification that voting decisions were based solely on the best economic interest of shareholders. Managers with over $100 billion in assets face additional requirements including performing economic analyses before voting.

Division E adds a limitation on the SEC Reserve Fund (section 5001), though the specific details are in the truncated portion of the diff.

The original GUARDRAIL provisions were renumbered from sections 101-401 to sections 1101-1401 under Division A, and the Public Company Advisory Committee section was restructured with staggered terms broken into separate sub-parts (A through C) for clarity.