110 HR 2595 IH: To amend the Securities Exchange Act of 1934 to require the disclosure of proxy votes relating to executive and director compensation by beneficial owners of more than 5 percent of a company’s shares. U.S. House of Representatives 2007-06-06 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

I 110th CONGRESS 1st Session H. R. 2595 IN THE HOUSE OF REPRESENTATIVES June 6, 2007 Mr. Mahoney of Florida (for himself and Mr. Castle) introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend the Securities Exchange Act of 1934 to require the disclosure of proxy votes relating to executive and director compensation by beneficial owners of more than 5 percent of a company’s shares.

1.

Proxy votes relating to executive and director compensation by certain beneficial owners

(a)

In general

Section 13 of the Securities Exchange Act of 1943 (15 U.S.C. 78m) is amended— (1)in subsection (d)(1)— (A)by redesignating subparagraphs (C), (D), and (E) as subparagraphs (D), (E), and (F), respectively; and (B)by inserting after subparagraph (B) the following: (C) (i)information relating to how the votes for such shares were cast on any proxy or consent or authorization in respect of any such security relating to executive and director compensation proposals by the issuer of the security or by a shareholder, including a description of the matter voted on; and (ii)a description of any relationship between the person filing the statement and the issuer of the security and any affiliate thereof, or between the person filing the statement and any other person required to file a statement under this subsection or under subsection (g)(1) with respect to any securities of such issuer; ; and (2)in subsection (g)(1)— (A)in subparagraph (A), by striking ; and and inserting a semicolon; (B)in subparagraph (B), by striking the period and inserting ; and; and (C)by inserting after subparagraph (B) the following: (C) (i)information relating to how the votes for such shares were cast on any proxy or consent or authorization in respect of any such security relating to executive and director compensation proposals by the issuer of the security or by a shareholder, including a description of the matter voted on; and (ii)a description of any relationship between the person filing the statement and the issuer of the security and any affiliate thereof, or between the person filing the statement and any other person required to file a statement under this subsection or under subsection (d)(1) with respect to any securities of such issuer.. (b)

Regulations

Not later than 180 days after the date of enactment of this Act, the Securities and Exchanges Commission shall issue regulations to implement the amendment made by this Act, and shall include in such regulations a requirement that the information required to be provided under subsections (d)(1)(C) and (g)(1)(C) of section 13 of the Securities Exchange Act of 1943 (15 U.S.C. 78m), as amended by this Act, shall be updated annually under subsections (d)(2) and (g)(2) of such section.