1. Short title This Act may be cited as the Retirement Proxy Protection Act . 2. Exercise of shareholder rights (a) In general Section 404 of the Employee Retirement Income Security Act of 1974 ( 29 U.S.C. 1104 ) is amended by adding at the end the following new subsection: (f) Exercise of shareholder rights (1) Authority to exercise shareholder rights (A) In general The fiduciary duty to manage plan assets that are shares of stock includes the management of shareholder rights appurtenant to those shares, including the right to vote proxies. When deciding whether to exercise a shareholder right and in exercising such right, including the voting of proxies, a fiduciary must act prudently and solely in the interests of participants and beneficiaries and for the exclusive purpose of providing benefits to participants and beneficiaries and defraying the reasonable expenses of administering the plan. The fiduciary duty to manage shareholder rights appurtenant to shares of stock does not require the voting of every proxy or the exercise of every shareholder right. (B) Exception This subsection shall not apply to voting, tender, and similar rights with respect to securities that are passed through pursuant to the terms of an individual account plan to participants and beneficiaries with accounts holding such securities. (2) Requirements for exercise of shareholder rights A fiduciary, when deciding whether to exercise a shareholder right and when exercising a shareholder right— (A) shall— (i) act solely in accordance with the economic interest of the plan and its participants and beneficiaries; (ii) consider any costs involved; (iii) evaluate material facts that form the basis for any particular proxy vote or exercise of shareholder rights; and (iv) maintain a record of any proxy vote, proxy voting activity, or other exercise of a shareholder right, including any attempt to influence management