DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS

(a) For purposes of this section, "materially different," with respect to advice or a recommendation on how to vote on a company proposal or proxy proposal, means simultaneously advising or recommending that: (1) one or more clients vote for the proposal and one or more clients vote against the proposal; (2) one or more clients vote for a nominee for a company's governing authority and one or more clients vote against or abstain from voting for the same nominee; or (3) one or more clients vote for or against the proposal in opposition to the recommendation of the company's management. (b) If a proxy advisor provides to different clients who have not expressly requested services for a nonfinancial purpose either advice or a recommendation on how to vote on a proxy or company proposal that is materially different, the advisor shall: (1) if applicable, comply with disclosure requirements for nonfinancial proxy advisory services under Section 6A.101(b); (2) notify the following persons, in writing or by electronic means, of the conflicting advice or recommendation: (A) each shareholder receiving the advice or recommendation; (B) each entity or other person receiving the advice or recommendation on behalf of a shareholder; (C) the company that is the subject of the company or proxy proposal; and (D) the attorney general; and (3) disclose which of the conflicting advice or recommendations is: (A) provided solely in the financial interest of the shareholders; and (B) supported by any specific financial analysis performed or relied on by the advisor.