The “Prioritizing Economic Growth Over Woke Policies Act” outlines multiple divisions and titles aimed at prioritizing economic growth by modifying disclosure requirements, limiting certain shareholder proposals, protecting U.S. business interests, and regulating proxy advisory firms and investment practices. Key focuses include ensuring corporate governance aligns with materiality, preventing political interference in retirement savings, and preserving U.S. sovereignty in financial regulations.

The GUARDRAIL Act of 2023, also known as the “Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023,” is structured to include specific rules about what companies must disclose. The act categorizes these requirements into several titles, focusing on materiality, SEC justifications, public company advisory, and the impact of a European directive on U.S. businesses.

The section explains amendments to the Securities Act of 1933 and the Securities Exchange Act of 1934, adding a rule that requires companies to only share information they deem significant to investors making voting or investment decisions. This requirement does not apply when removing existing disclosure rules, and "significant" means any data that could meaningfully change an investor’s understanding of the company’s situation.

The new amendment to the Securities Exchange Act of 1934 requires the SEC to list all mandates for disclosing non-material information and explain why each is necessary. Additionally, the SEC must report to Congress every five years to justify these mandates, and individuals are not liable if they fail to disclose non-material information in private lawsuits.

The Securities Exchange Act of 1934 has been amended to create a Public Company Advisory Committee within the Commission. This Committee, made up of 10 to 20 members from various business roles, will provide advice on regulatory issues related to public companies, and its findings will be reviewed by the Commission, though the Commission is not obligated to act on them. Members may receive compensation for their participation, except if they are government employees, and they will serve staggered terms to ensure continuity.

The Public Company Advisory Committee is established within the Commission to advise on rules and policies related to protecting investors and managing market efficiency. It comprises 10 to 20 members with relevant expertise, serving staggered terms, and is tasked with providing findings and recommendations to the Commission, which are reviewed but not binding.

The Securities and Exchange Commission is tasked with conducting a study to assess the negative impact of two European Directives on U.S. companies, the economy, and their alignment with international standards. Within a year, they must report the findings and suggestions to various government bodies, with the power to request necessary data from private entities.

The first section of this bill states that its title is the "Businesses Over Activists Act".

The amendment to the Securities Exchange Act of 1934 states that the Commission cannot force a company to include or discuss any shareholder proposals in its proxy statements, unless specified otherwise. Additionally, it clarifies that nothing in the Act gives the Commission power to override state regulations regarding shareholder proposals or related materials.

The text describes the "Protecting Americans’ Retirement Savings from Politics Act," which includes various provisions about shareholder proposals, proxy advisory firms, and the duties of investment advisors. It also covers topics related to empowering shareholders and protecting savings, with sections on proxy voting, governance, and studies on environmental disclosures and municipal securities.

The Securities and Exchange Commission is required to update its rules so that a shareholder proposal can be excluded from certain materials if it's about the same topic as previous proposals presented in the last five years and hasn't gained enough votes. Specifically, a proposal can be excluded if it got less than 10% of votes when presented once, less than 20% when presented twice, or less than 40% when presented three or more times in the past five years.

This section allows companies to exclude certain shareholder proposals from their meeting materials if the proposal has already been addressed or is too similar to another one already submitted. Additionally, it prevents the Securities and Exchange Commission from finalizing or enforcing rules that allow for the easy removal of such proposals.

An issuer can choose not to include a shareholder's proposal in their meeting materials if the proposal involves topics like the environment, social issues, or politics.

An issuer can decide not to address a shareholder proposal under specific regulatory conditions, regardless of whether the proposal deals with an important social policy issue.

The section of the bill mandates the Securities and Exchange Commission to conduct a comprehensive study every five years on issues related to shareholder proposals, proxy advisory firms, and the proxy process. The study will cover topics such as the influence and regulation of proxy advisors, the costs and effects of shareholder proposals on companies, and whether current rules ensure that shareholder proponents have a significant economic interest in the company.

The section introduces a new requirement for proxy advisory firms to register with the Securities Exchange Commission (SEC) before offering their services, such as voting advice and analysis, in order to ensure they adhere to specific guidelines on accuracy and ethical practices. It also sets out procedures for registration, managing conflicts of interest, and maintaining the transparency of their recommendations and methodologies.

The section outlines the requirements and procedures for proxy advisory firms to register with the Commission before offering voting advice and recommendations by mail or interstate commerce. It covers application processes, updates, conflict management, compliance checks, transparency, and the consequences for non-compliance, emphasizing the need for these firms to act in the shareholders' best economic interest.

The section amends the Securities Exchange Act of 1934 to specify that failing to disclose important information or making false statements about proxy voting advice is considered misleading. This applies to businesses providing paid advice on how shareholders should vote, if they promote themselves as experts in this area.

Institutional investment managers using proxy advisory firms must file an annual report to the Securities and Exchange Commission detailing their voting behavior on shareholder proposals, how they use proxy recommendations, and their alignment with fiduciary duties. Larger managers, with assets over $100 billion, must also clarify to clients that not all proposals need voting and conduct economic analyses for votes diverging from board recommendations.

The section outlines restrictions and requirements related to proxy voting. It prohibits using robovoting, defines robovoting, and restricts institutional investors from outsourcing voting decisions to parties other than registered investment advisers or brokers. Additionally, it clarifies there's no obligation to vote on proxy materials and mandates that proxy advisory firms calculate votes following the issuer's state's law.

The section outlines rules for how investment advisers of passively managed funds should handle proxy voting, stating that they must either follow the voting instructions of the fund's beneficial owner, adhere to the recommendations of the issuer, or abstain but work to ensure a quorum. It also specifies safe harbors from liability for certain voting actions and exempts foreign private issuers if their voting policies are disclosed to investors.

An investment adviser managing a passively managed fund must follow certain rules when voting on behalf of the fund, such as voting according to the beneficial owner's instructions, following the issuer's recommendations, or abstaining from the vote unless it's a routine matter. The adviser is protected from liability when following these rules, and the rules don't apply to foreign issuers if the investment adviser's voting policy for them is fully disclosed to beneficial owners.

The section amends the Investment Advisers Act of 1940 to require that investment decisions prioritize financial factors, unless the customer agrees to include non-financial factors in writing. If non-financial factors are considered, advisers need to disclose their financial impact and compare it to a relevant index over a chosen period. The SEC must update rules to implement this change, which takes effect one year after the act is passed.

The Securities and Exchange Commission (SEC) is tasked with studying how often and in what ways issuers of municipal bonds disclose information about climate change and environmental issues to investors. This study will also consider the standards used for these disclosures, how investors use the information, and any other relevant details. Within a year, the SEC must report its findings to Congress, including any financial risks these investments might pose to investors and suggest potential regulatory or legal steps to address any issues found.

The Securities and Exchange Commission is required to study the rules that prevent elected officials from receiving funds in exchange for municipal securities deals, analyze their effectiveness, and report the findings to Congress within a year. The study will also evaluate how these rules impact small, minority, and women-owned businesses and suggest any necessary regulatory or legislative changes.

The American Financial Institution Regulatory Sovereignty and Transparency Act of 2023, also known as the American FIRST Act of 2023, includes measures aimed at regulating how U.S. financial institutions interact with international groups. It seeks to prevent executive overreach in banking regulation, ensure U.S. authority over its banking policies, and requires reports on dealings with international bodies, including climate-related issues, while also addressing the removal of certain supervisory roles.

The section requires that before implementing non-binding recommendations from the Financial Stability Oversight Council Chairperson or contained in an Executive Order, several financial regulatory bodies, including the Federal Reserve, the Comptroller of the Currency, the FDIC, the National Credit Union Administration, and the Federal Housing Finance Agency, must notify and report to certain Congressional committees. They must also provide testimony if requested, ensuring transparency and oversight within 120 days of the notice.

The section outlines that before proposing or finalizing major rules influenced by international organizations, U.S. financial regulatory bodies like the Federal Reserve, Comptroller of the Currency, and others, must notify specific Congressional committees 120 days in advance. These rules should have a significant economic impact (over $10 billion in 10 years) and align with recommendations from groups like the Financial Stability Board or the Basel Committee.

Federal banking regulators are not allowed to meet with specific international organizations on climate-related financial risks unless they have submitted a report to certain Congressional committees. This report must describe their activities with these organizations and outline the organizations' funding sources from the previous year.

The section outlines the requirement for various U.S. financial authorities, like the Federal Reserve and the Federal Deposit Insurance Corporation, to keep records and report their interactions with international organizations, ensuring transparency about these interactions and the funding sources of these organizations. Each authority must provide an annual report to relevant U.S. congressional committees, detailing interactions from the previous year and information about the funding of the international organizations they interacted with.

The section changes the role of Vice Chairman for Supervision at the Federal Reserve by eliminating the specific designation for supervision responsibilities. Now, only one Vice Chairman will be appointed by the President, with Senate approval, for a four-year term without the supervision role.

During the fiscal years 2026 and 2027, the Securities and Exchange Commission (SEC) is restricted from depositing the registration fees it collects into its Reserve Fund.