(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.