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SB 375 Kansas Senate · 2025-2026 Regular Session

Enacting the proxy advisor transparency act, requiring proxy advisors to make certain disclosures when recommending an action against company management, authorizing the attorney general to investigate and take enforcement actions against violators and establishing a private right of action for a declaratory judgment or injunctive relief.

SB 375 requires proxy advisors (firms providing voting guidance to shareholders) to disclose when their recommendations against company management lack a written financial analysis. This directly affects shareholders, pension funds, and institutional investors who rely on proxy advisors for voting decisions. The key provision mandates clear, upfront disclosures to clients stating that a recommendation was not based on an analysis of how the vote would impact investment value. The law aims to ensure investors understand whether advice aligns with fiduciary duties to maximize shareholder returns, without altering voting rules or outcomes.
Bill status vetoed 4 of 5 stages cleared
Introduction
Jan 2026
Committee Review
Mar 2026
Senate Passage
Mar 2026
House Passage
Mar 2026
Vetoed
Apr 2026
Introduced Jan 22, 2026 Vetoed Apr 9, 2026
Maddy AI version diff · 3 comparisons

What changed between versions

As Amended by House Committee on Financial Institutions and Pensions → Enrolled · 4 edits
MODERATE
The bill was finalized in its enrolled version, removing internal committee headers and page numbers while adding specific legislative findings. The most significant substantive change is the expansion of the bill's findings to explicitly address concerns about proxy advisors recommending votes on ESG, DEI, and sustainability issues without conducting financial analyses. Additionally, the definitions section was expanded to include new terms like 'company proposal' and 'written financial analysis,' and it now includes exemptions for small charitable organizations and financial institutions.
Scope change
The bill's scope remains focused on proxy advisor transparency, but the specific issues addressed were broadened to include non-financial voting recommendations (ESG, DEI, etc.), and the definitions were updated to clarify what constitutes a proxy advisory service and to exempt smaller entities.
FINDINGS

Added findings (e) through (j) that specifically call out proxy advisors recommending votes on ESG, DEI, and sustainability scores without financial analysis, and require them to inform companies of these recommendations.

DEFINITION

Added new definitions for 'company', 'company proposal', 'default recommendation or policy', 'proxy proposal', 'shareholder', and 'written financial analysis'.

ELIGIBILITY

Added exemptions for charitable organizations with less than $500,000 in proxy advisory revenue and for banks/financial institutions deriving less than 10% of revenue from such services.

TECHNICAL

Removed internal committee markup headers, page numbers, and line numbers that were present in the amended version.

Floor votes

How they voted

This bill passed the Senate by voice vote (no roll call recorded).
Full legislative history

Actions timeline

Total actions
21
Key actions
13
Committee
6
Apr 9, 2026
Vetoed
Motion to override veto prevailed; Yea 87, Nay 36, Absent 2
lower
Apr 9, 2026
Vetoed
Motion to override veto prevailed; Yea 31, Nay 8, Absent 1
upper
Apr 9, 2026
Vetoed
Vetoed by Governor; Returned to Senate on Monday, April 6, 2026
upper
Mar 25, 2026
Upper · Passed
Concurred with amendments in conference; Yea 32, Nay 8
upper
Mar 23, 2026
Lower · Passed
Motion to accede adopted; Rep. Nick Hoheisel, Rep. Angela Stiens and Rep. Rui Xu appointed as conferees
lower
Mar 23, 2026
Upper · Passed
Nonconcurred with amendments; Conference Committee requested; appointed Sen. Kellie Warren, Sen. Kenny Titus and Sen. Ethan Corson
upper
Mar 18, 2026
Lower · Passed
Emergency Final Action - Passed as amended; Yea 84, Nay 40, Absent 1
lower
Mar 18, 2026
Lower · Passed
Motion to advance to Emergency Final Action adopted
lower
Mar 18, 2026
Lower · Passed
Committee of the Whole - Be passed as amended
lower
Mar 18, 2026
Lower · Passed
Committee of the Whole - Committee Report be adopted
lower
Mar 10, 2026
Lower · Passed
Committee Report recommending bill be passed as amended by House Committee on Financial Institutions and Pensions
lower
Feb 24, 2026
Committee
Referred to House Committee on Financial Institutions and Pensions
lower
Feb 24, 2026
Introduced
Received and Introduced
lower
Feb 18, 2026
Upper · Passed
Emergency Final Action - Passed as amended; Yea 31, Nay 9
upper
Feb 18, 2026
Upper · Passed
Committee of the Whole - Be passed as amended
upper
Feb 18, 2026
Upper · Passed
Committee of the Whole - Amendment by Sen. Kellie Warren was adopted
upper
Feb 18, 2026
Upper · Passed
Committee of the Whole - Motion to Amend - Offered by Sen. Kellie Warren
upper
Feb 17, 2026
Upper · Passed
Committee Report recommending bill be passed by Senate Committee on Judiciary
upper
Jan 23, 2026
Committee
Referred to Senate Committee on Judiciary
upper
Jan 22, 2026
Introduced
Introduced
upper
0 primary · 0 co-sponsors

Sponsors

No sponsor information available.