1. Duties of investment advisors, asset managers, and pension funds (a) In general Section 13(f) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(f) ) is amended by adding at the end the following: (7) Disclosures by institutional investment managers in connection with proxy advisory firms (A) In general Every institutional investment manager which uses the mails, or any means or instrumentality of interstate commerce in the course of its business as an institutional investment manager, which engages a proxy advisory firm, and which exercises voting power with respect to accounts holding equity securities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule, shall file an annual report with the Commission containing— (i) an explanation of how the institutional investment manager voted with respect to each shareholder proposal; (ii) the percentage of votes cast on shareholder proposals that were consistent with proxy advisory firm recommendations, for each proxy advisory firm retained by the institutional investment manager; (iii) an explanation of— (I) how the institutional investment manager took into consideration proxy advisory firm recommendations in making voting decisions, including the degree to which the institutional investment manager used those recommendations in making voting decisions; (II) how often the institutional investment manager voted consistent with a recommendation made by a proxy advisory firm, expressed as a percentage; (III) how such votes are reconciled with the fiduciary duty of the institutional investment manager to vote in the best economic interests of shareholders; (IV) how frequently votes were changed when an error occurred or due to new information from issuers