To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.

HR 3402 requires large institutional investment managers (like major asset managers and pension funds with over $100 billion in assets) to disclose how they vote on shareholder proposals and how they use advice from proxy advisory firms. These firms must file annual reports explaining their voting decisions, how often they followed proxy firm recommendations, and how they balanced those recommendations with their duty to act in shareholders' best economic interests. For managers with over $100 billion in assets, the bill also mandates conducting economic analyses before voting on most proposals (excluding board-recommended votes) to confirm votes align with shareholder financial interests. The law aims to increase transparency around proxy voting practices without dictating specific voting outcomes.