House Bill Would Deliver Class-Level Transparency On Proxy Votes

Recently, Rep. Sean Casten (D-Ill.) introduced the Multi-Class Stock Company Voting Transparency Act, which directs the Securities and Exchange Commission (“SEC”) to improve the transparency of voting results at companies with multi-share classes and strengthen the quality of information available to investors. Specifically, the bill would require companies with two or more classes of stock to provide vote tallies that include a breakdown of results by class. According to the Council of Institutional Investors (“CII”), the number of companies with dual-class or multi-class stock has increased, with a third of companies that completed an IPO in 2025 having two or more classes of stock. Multi-class structures allow founders, executives, and early investors to retain voting control over corporate decisions even after selling a significant portion of the company’s equity to public shareholders. Proponents argue that these structures insulate management from short-term market pressures and enable the company to pursue its long-term strategic vision without interference.

Currently, under Item 5.07 of Form 8-K, companies are required to disclose the aggregate vote tallies for each matter submitted to a shareholder vote, including votes for, against, or withheld, as well as abstentions and broker non-votes, within four business days after the meeting. The bill would require multi-class companies to disclose the total number of votes cast for, against, or withheld, disaggregated by voting class as well as the total number of abstentions and broker non-votes disaggregated by voting class. In a statement, Rep. Casten noted that “Investors deserve to know whether the board’s response to the outcome of a proposal reflects the preferences of the majority of shareholders—or whether super vote shareholders swayed the results.”

Read the full bill and Rep. Casten’s press release.