The Proxy Advisor Transparency Act aims to enhance transparency and accountability in the proxy advisory industry in Kansas. The bill mandates that proxy advisors provide clear disclosures when making recommendations against company management on shareholder proposals, particularly if such recommendations are not based on a written financial analysis. Specifically, if a proxy advisor recommends a vote against management without conducting a financial analysis, they must disclose this lack of analysis to shareholders and the company's board of directors. Conversely, if a recommendation is based on a financial analysis, the proxy advisor must inform shareholders that the analysis is available upon request.
Additionally, the act establishes that violations of its provisions are considered deceptive practices under the Kansas Consumer Protection Act, allowing for enforcement by the Attorney General and enabling aggrieved parties to seek legal remedies. The act emphasizes the importance of fiduciary duties and aims to ensure that investors are adequately informed about the basis of proxy voting recommendations, thereby promoting informed decision-making in corporate governance.