; or (III) if voted on three or more times during such period, received less 25 percent of the votes. . 7. Prohibition on robovoting Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) is further amended by adding at the end the following: (l) Prohibition on robovoting (1) In general The Commission shall issue final rules prohibiting the use of robovoting with respect to votes related to proxy or consent solicitation materials. (2) Robovoting defined The term robovoting means the practice of automatically voting in a manner consistent with the recommendations of a proxy advisory firm. . 8. Liability for certain failures to disclose material information Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) is further amended by adding at the end the following: (m) False or misleading statements For purposes of section 18, failure to disclose material information regarding proxy voting advice that makes a recommendation to a security holder as to its vote, consent, or authorization on a specific matter for which security holder approval is solicited, and that is furnished by a person that markets its expertise as a provider of such proxy voting advice, separately from other forms of investment advice, and sells such proxy voting advice for a fee, shall be considered to be false or misleading with respect to a material fact. . 9. Study of certain issues with respect to shareholder proposals and proxy advisory firms Not later than 180 days after the date of the enactment of this Act, and every 5 years thereafter, the Securities and Exchange Commission, including the Office of the Advocate for Small Business Capital Formation, shall carry out a study and submit a report to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on shareholder proposals and proxy advisory firms that includes, with respect to, in the case of the first report, the preceding 10 years, and in the case of each subsequent report,