1. (a) For purposes of this section, "materially different," with respect to advice or a recommendation on how to vote on a company proposal or proxy proposal, means simultaneously advising or recommending that:

   1. (1) one or more clients vote for the proposal and one or more clients vote against the proposal;
   2. (2) one or more clients vote for a nominee for a company's governing authority and one or more clients vote against or abstain from voting for the same nominee; or
   3. (3) one or more clients vote for or against the proposal in opposition to the recommendation of the company's management.

2. (b) If a proxy advisor provides to different clients who have not expressly requested services for a nonfinancial purpose either advice or a recommendation on how to vote on a proxy or company proposal that is materially different, the advisor shall:

   1. (1) if applicable, comply with disclosure requirements for nonfinancial proxy advisory services under Section 6A.101(b);

   2. (2) notify the following persons, in writing or by electronic means, of the conflicting advice or recommendation:

      1. (A) each shareholder receiving the advice or recommendation;
      2. (B) each entity or other person receiving the advice or recommendation on behalf of a shareholder;
      3. (C) the company that is the subject of the company or proxy proposal; and
      4. (D) the attorney general; and

   3. (3) disclose which of the conflicting advice or recommendations is:

      1. (A) provided solely in the financial interest of the shareholders; and
      2. (B) supported by any specific financial analysis performed or relied on by the advisor.

Added by Acts 2025, 89th Leg., R.S., Ch. 1153 (S.B. 2337), Sec. 2, eff. September 1, 2025.