1. Short title This Act may be cited as the Putting Investors First Act of 2023 . 2. Definitions (a) In general In this Act: (1) Commission The term Commission means the Securities and Exchange Commission. (2) Proxy advisory firm The term proxy advisory firm has the meaning given the term in paragraph (81) of section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ), as added by this Act. (3) State The term State has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). (b) Securities Exchange Act of 1934 definitions Section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ) is amended by adding at the end the following: (81) Proxy advisory firm The term proxy advisory firm — (A) means any person who is primarily engaged in the business of providing proxy voting advice, research, analysis, ratings, or recommendations to clients, which conduct constitutes a solicitation within the meaning of section 14; and (B) does not include any person that is exempt under law or regulation from the requirements otherwise applicable to persons engaged in such a solicitation. (82) Person associated with a proxy advisory firm The term person associated with a proxy advisory firm— (A) means— (i) any partner, officer, or director of a proxy advisory firm (or any person occupying a similar status or performing similar functions); (ii) any person directly or indirectly controlling, controlled by, or under common control with a proxy advisory firm; (iii) any employee of a proxy advisory firm; or (iv) any person the Commission determines by rule is controlled by a proxy advisory firm