NE LB728

Proxy advisors who recommend voting against company management on shareholder proposals must disclose whether their recommendation is based on a written financial analysis examining short-term and long-term costs/benefits to the company

Written financial analysis must analyze expected financial impacts, conclude what action is most likely to positively affect shareholder value, and explain methods used including personnel experience and geographic location

Proxy advisors must provide disclosures concurrently to shareholders, company boards of directors, and conspicuously on their website homepage

If a financial analysis was used, the proxy advisor must make it available upon request to clients and provide copies to affected company boards

Violations constitute deceptive trade practices under Nebraska's Uniform Deceptive Trade Practices Act, with Attorney General enforcement authority and a private right of action for aggrieved parties including shareholders and companies subject to the proxy advisory services