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






                                                  Union Calendar No. 53
110th CONGRESS
  1st Session
                                H. R. 1257

                          [Report No. 110-88]

 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

                             April 16, 2007

Additional sponsors: Ms. Moore of Wisconsin, Mr. Meeks of New York, Mr. 
     Lynch, Ms. Carson, Mr. Marshall, and Mrs. Maloney of New York

                             April 16, 2007

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]

_______________________________________________________________________

                                 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,

<DELETED>SECTION 1. SHORT TITLE.</DELETED>

<DELETED>    This Act may be cited as the ``Shareholder Vote on 
Executive Compensation Act''.</DELETED>

<DELETED>SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION 
              DISCLOSURES.</DELETED>

<DELETED>    (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:</DELETED>
<DELETED>    ``(h) Annual Shareholder Approval of Executive 
Compensation.--</DELETED>
        <DELETED>    ``(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.</DELETED>
        <DELETED>    ``(2) Shareholder approval of golden parachute 
        compensation.--</DELETED>
                <DELETED>    ``(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).</DELETED>
                <DELETED>    ``(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.''.</DELETED>
<DELETED>    (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).</DELETED>

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 
        for an annual or other meeting of the shareholders occurring on 
        or after January 1, 2009, 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, nor to create or imply any additional fiduciary 
        duty by such board, nor shall such vote be construed to 
        restrict or limit the ability of shareholders to make proposals 
        for inclusion in such proxy materials related to executive 
        compensation.
            ``(2) Shareholder approval of golden parachute 
        compensation.--
                    ``(A) Disclosure.--In any proxy solicitation 
                material for an annual or other meeting of the 
                shareholders occurring on or after January 1, 2009, 
                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, nor to create or 
                imply any additional fiduciary duty by such board, nor 
                shall such vote be construed to restrict or limit the 
                ability of shareholders to make proposals for inclusion 
                in such proxy materials related to executive 
                compensation.''.
    (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).
                                                  Union Calendar No. 53

110th CONGRESS

  1st Session

                               H. R. 1257

                          [Report No. 110-88]

_______________________________________________________________________

                                 A BILL

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

_______________________________________________________________________

                             April 16, 2007

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed