Senate committee substitute to the 1st edition makes the following changes.

Removes one of the legislative findings related to the hiring of proxy advisors by fiduciaries under the Employment Retirement Income Security Act.

Amends proposed GS 78C-110 as follows. Changes the definition of company by no longer requiring the entity to be organized under North Carolina laws, having its principal place of business in North Carolina, be a foreign entity that has made a company proposal to become a domestic entity by merger, conversion, or otherwise. No longer excludes from the term proxy advisory, an attorney or accountant. Amends the definition of proxy advisory service so that it is now any of the listed services that are in connection with a company headquartered or incorporated in North Carolina or to a person in this State by a proxy advisor. Amends the exclusions from the definition of proxy advisory service to now exclude: (1) services carried out as part of in-house securities brokerage, investment advisory, trust, or estate administrative services, or (2) a charitable organization if its gross annual revenue from proxy advisor is less than $250,000 and, if applicable, each affiliated group of the organization has combined gross annual revenue from proxy advisory services less than $250,000. Amends the definition of proxy proposal to also include a shareholder proposal that has been submitted for inclusion in the company’s proxy statement.

Amends proposed GS 78C-111 as follows. Specifies that the disclosures from the proxy advisor must be made to each shareholder or other person acting on behalf of a shareholder receiving the proxy advisory service. No longer makes a reference to the definition of written financial analysis.