This bill amends the Securities Exchange Act of 1934 to establish new regulations for proxy advisory firms. Its primary purpose is to make it unlawful for these firms to provide proxy voting advice when they possess a direct or indirect conflict of interest . This aims to ensure the independence and objectivity of proxy voting recommendations provided to security holders. The legislation outlines several specific types of prohibited conduct that constitute a conflict of interest. These include providing consulting services to a registrant, which encompasses guidance on corporate governance, compensation, or environmental and social policies related to matters for which a vote is solicited. Firms are also forbidden from modifying voting recommendations based on whether a registrant subscribes to their services or from providing advice on matters where they simultaneously offer stewardship or engagement services to a shareholder proponent. Furthermore, the bill prohibits proxy advisory firms from being members of any organization that supports a shareholder-sponsored proposal that is the subject of their voting advice. The Securities and Exchange Commission (SEC) is granted authority to impose administrative civil penalties against firms found to be in violation of these new rules. The bill also provides clear definitions for key terms such as "consulting services," "proxy advisory firm," and "proxy voting advice" to clarify the scope of the new regulations.