Empowering Shareholders Act of 2023

HR 4645, the Empowering Shareholders Act of 2023, requires investment advisers managing passively indexed funds (like many ETFs) to vote proxies based on instructions from the actual investors (beneficial owners) or the company, rather than making independent voting decisions. It directly affects index fund investors, their advisers, and public companies whose shares are held in these funds. The bill creates a safe harbor protecting advisers from liability when following these voting rules, except for routine matters like board elections or auditor selections. This law aims to give individual investors more direct influence over company votes held through index funds.