SB375 Proxy Advisor Transparency Act Veto Override
Summary
Kansas enacted the Proxy Advisor Transparency Act through veto override on April 9, 2026, after Governor Kelly vetoed the bill on April 6. The law requires proxy advisory firms to make specific disclosures when recommending shareholder actions against company management, authorizes the state attorney general to investigate and enforce violations, and creates a private right of action for declaratory judgment or injunctive relief.
What changed
Kansas became the first state to enact comprehensive proxy advisor transparency legislation through a veto override. The Proxy Advisor Transparency Act requires proxy advisory firms making recommendations against company management to disclose their methodologies, potential conflicts of interest, and underlying data. The attorney general is authorized to investigate violations and initiate enforcement actions. Additionally, the law creates a private right of action allowing corporations and shareholders to seek declaratory judgments or injunctive relief in state court.
Proxy advisory firms operating in Kansas or advising on Kansas-based public companies must immediately review their disclosure practices. Public companies subject to proxy advisor recommendations should update their compliance programs and engagement strategies. Institutional investors voting on Kansas corporate matters should monitor implementation and potential impacts on voting recommendations received.
What to do next
- Review proxy advisory relationships and ensure compliance with new Kansas disclosure requirements
- Update proxy voting policies to account for new state-level transparency obligations
- Consult legal counsel regarding the private right of action and AG enforcement provisions
Penalties
Enforcement authority granted to Kansas Attorney General; specific penalties not stated but may include injunctive relief and declaratory judgments
Archived snapshot
Apr 10, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
ChangeBridge / Kansas / SB375 Veto Override SB375 Senate Bill Veto Override 2026-04-09
Enacting the proxy advisor transparency act, requiring proxy advisors to make certain disclosures when recommending an action against company management, authorizing the attorney general to investigate and take enforcement actions against violators and establishing a private right of action for a declaratory judgment or injunctive relief.
Bill Details
State Kansas
Session 2025-2026 Regular Session
Chamber Senate
Official Source kslegislature.gov/li/b2025_26/measures/sb375/
LegiScan View on LegiScan
Sponsors
Judiciary
Action History
2026-04-09 S Senate Vetoed by Governor; Returned to Senate on Monday, April 6, 2026 2026-03-27 S Senate Enrolled and presented to Governor on Friday, March 27, 2026 2026-03-25 S Senate Concurred with amendments in conference; Yea: 32 Nay: 8 2026-03-23 H House Motion to accede adopted; Representative Hoheisel, Representative Stiens and Representative Xu appointed as conferees 2026-03-23 S Senate Nonconcurred with amendments; Conference Committee requested; appointed Senator Warren , Senator Titus and Senator Corson as conferees 2026-03-18 H House Emergency Final Action - Passed as amended; Yea: 84 Nay: 40 2026-03-18 H House Committee of the Whole - Be passed as amended 2026-03-18 H House Committee of the Whole - Committee Report be adopted 2026-03-10 H House Committee Report recommending bill be passed as amended by Committee on Financial Institutions and Pensions 2026-03-04 H House Hearing: Wednesday, March 4, 2026, 9:00 AM Room 582-N 2026-02-24 H House Referred to Committee on Financial Institutions and Pensions 2026-02-24 H House Received and Introduced 2026-02-18 S Senate Emergency Final Action - Passed as amended; Yea: 31 Nay: 9 2026-02-18 S Senate Committee of the Whole - Be passed as amended 2026-02-18 S Senate Committee of the Whole - Amendment by Senator Warren was adopted 2026-02-18 S Senate Committee of the Whole - Motion to Amend - Offered by Senator Warren 2026-02-18 S Senate Committee of the Whole - Amendment by Senator Warren was adopted 2026-02-18 S Senate Committee of the Whole - Motion to Amend - Offered by Senator Warren 2026-02-17 S Senate Committee Report recommending bill be passed by Committee on Judiciary 2026-02-10 S Senate Hearing: Tuesday, February 10, 2026, 10:30 AM Room 346-S 2026-01-23 S Senate Referred to Committee on Judiciary 2026-01-22 S Senate Introduced
Votes
2026-02-18 Senate Emergency Final Action - Passed as amended - Yea: 31 Nay: 9 Yea: 31 Nay: 9 2026-03-18 House Emergency Final Action - Passed as amended - Yea: 84 Nay: 40 Yea: 84 Nay: 40 2026-03-25 Senate Concurred with amendments in conference - Yea: 32 Nay: 8 Yea: 32 Nay: 8
Committee Referrals
2026-01-23 S Judiciary 2026-02-24 H Financial Institutions and Pensions
Amendments
2026-02-17 Senate Committee on Judiciary Report 2026-02-18 Senate Floor Amendment (Committee of the Whole - Motion to Amend - Offered by Senator Warren) 2026-02-18 Senate Floor Amendment (Committee of the Whole - Motion to Amend - Offered by Senator Warren) 2026-03-10 House Committee on Financial Institutions and Pensions Report
Bill Text Versions
2026-01-22 Introduced 0000-00-00 Amended 0000-00-00 Amended 0000-00-00 Amended Legislative data powered by LegiScan (CC BY 4.0)
Named provisions
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