[Congressional Bills 110th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1257 Introduced in House (IH)]







110th CONGRESS
  1st Session
                                H. R. 1257

 To amend the Securities Exchange Act of 1934 to provide shareholders 
            with an advisory vote on executive compensation.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             March 1, 2007

  Mr. Frank of Massachusetts (for himself, Mr. Scott of Georgia, Mr. 
Rangel, Mr. George Miller of California, Ms. Velazquez, Mr. Kanjorski, 
Mr. Gutierrez, Mr. DeFazio, Mr. Clay, Mr. Baca, Mr. Al Green of Texas, 
  Mr. Cooper, Ms. Woolsey, Mr. Sherman, Mr. Ellison, Mr. Lantos, Mr. 
  Ackerman, Mr. Miller of North Carolina, Mr. Cleaver, Mr. Sires, Mr. 
  Perlmutter, and Mr. Wilson of Ohio) introduced the following bill; 
       which was referred to the Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to provide shareholders 
            with an advisory vote on executive compensation.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Shareholder Vote on Executive 
Compensation Act''.

SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION DISCLOSURES.

    (a) Amendment.--Section 16 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the following new 
subsection:
    ``(h) Annual Shareholder Approval of Executive Compensation.--
            ``(1) In general.--Any proxy or consent or authorization 
        under this section shall permit a separate shareholder vote to 
        approve the compensation of executives as disclosed pursuant to 
        the Commission's compensation disclosure rules (which 
        disclosure shall include the compensation discussion and 
        analysis, the compensation tables, and any related material). 
        The shareholder vote shall not be binding on the board of 
        directors and shall not be construed as overruling a decision 
        by such board.
            ``(2) Shareholder approval of golden parachute 
        compensation.--
                    ``(A) Disclosure.--In any proxy solicitation 
                material that concerns an acquisition, merger, 
                consolidation, or proposed sale or other disposition of 
                substantially all the assets of an issuer, the person 
                making such solicitation shall disclose in the proxy 
                solicitation material, in a clear and simple form in 
                accordance with regulations of the Commission, any 
                agreements or understandings that such person has with 
                any principal executive officers of such issuer (or of 
                the acquiring issuer, if such issuer is not the 
                acquiring issuer) concerning any type of compensation 
                (whether present, deferred, or contingent) that are 
                based on or otherwise relate to the acquisition, 
                merger, consolidation, sale, or other disposition, and 
                that have not been subject to a shareholder vote under 
                paragraph (1).
                    ``(B) Shareholder approval.--The proxy solicitation 
                material containing the disclosure required by 
                subparagraph (A) shall require a separate shareholder 
                vote to approve such agreements or understandings. A 
                vote by the shareholders shall not be binding on the 
                board of directors and shall not be construed as 
                overruling a decision by such board.''.
    (b) Deadline for Rulemaking.--Not later than 1 year after the date 
of the enactment of this Act, the Securities and Exchange Commission 
shall issue any final rules and regulations required by the amendments 
made by subsection (a).
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