Sets out legislative findings.

Enacts Article 10, “Proxy Advisor Transparency Act,” to GS Chapter 78C. Defines nine terms.

Requires proxy advisors making a recommendation not based on a written financial analysis against company management on a proposal to conspicuously disclose to shareholders that such recommendation is not based on a written financial analysis. Requires a proxy advisor providing advice on how to vote or analysis of a proposal to provide this disclosure to the board of directors of each company that is the subject of the service. Requires proxy advisors to publish a statement on the proxy advisor’s website that one or more recommendations against company management are not based on a written financial analysis.

Requires proxy advisors making a recommendation against company management on a proposal that is based on a written financial analysis to conspicuously disclose to shareholders that such recommendation is based on a written financial analysis that is available upon request and to make the analysis available within a reasonable time. Requires a proxy advisor providing advice on how to vote or analysis of a proposal to provide the analysis to the board of directors of each company that is the subject of the service.

Requires proxy advisors to register annually with the Secretary of State and to pay an annual fee. Provides that a violation of the Article is an unfair and deceptive trade practice actionable under GS Chapter 75 and subject to Attorney General investigation. Authorizes aggrieved persons (as defined) to seek declaratory judgment or injunctive relief against a proxy advisor and sets out notice requirements.

Contains a severability clause.

Effective October 1, 2026 and applies to proxy advisory services provided on or after that date. Provides that nothing in this act eliminates any claim under GS Chapter 75 regardless of when that claim accrues.