[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3351 Introduced in House (IH)]

111th CONGRESS
  1st Session
                                H. R. 3351

 To amend the Securities Exchange Act of 1934 to provide shareholders 
           with a non-binding vote on executive compensation.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 27, 2009

  Ms. Kilroy 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 a non-binding 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 ``Proxy Voting Transparency Act of 
2009''.

SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION DISCLOSURES.

    Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
is amended by adding at the end the following new subsection:
    ``(i) Annual Shareholder Approval of Executive Compensation.--
            ``(1) Annual vote.--Any proxy or consent or authorization 
        for an annual meeting of the shareholders (or a special meeting 
        in lieu of the annual meeting) occurring on or after the date 
        that is 6 months after the date on which final rules are issued 
        under paragraph (4), shall provide for 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 committee 
        report, the compensation discussion and analysis, the 
        compensation tables, and any related materials). The 
        shareholder vote shall not be binding on the corporation or 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 or consent 
                solicitation material for an annual meeting of the 
                shareholders (or a special meeting in lieu of the 
                annual meeting) occurring on or after the date that is 
                6 months after the date on which final rules are issued 
                under paragraph (4), that concerns an acquisition, 
                merger, consolidation, or proposed sale or other 
                disposition of all or substantially all the assets of 
                an issuer, the person making such solicitation shall 
                disclose in the proxy or consent solicitation material, 
                in a clear and simple tabular form in accordance with 
                regulations to be promulgated by 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 is 
                based on or otherwise relates to the acquisition, 
                merger, consolidation, sale, or other disposition of 
                all or substantially all of the assets of the issuer 
                that have not been subject to a shareholder vote under 
                paragraph (1), and the aggregate total of all such 
                compensation that may (and the conditions upon which it 
                may) be paid or become payable to or on behalf of such 
                executive officer.
                    ``(B) Shareholder approval.--Any proxy or consent 
                or authorization relating to the proxy or consent 
                solicitation material containing the disclosure 
                required by subparagraph (A) shall provide for a 
                separate shareholder vote to approve such agreements or 
                understandings and compensation as disclosed. A vote by 
                the shareholders shall not be binding on the 
                corporation or the board of directors of the issuer or 
                the person making the solicitation 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.
            ``(3) Disclosure of votes.--Every institutional investment 
        manager subject to section 13(f) shall report at least annually 
        how it voted on any shareholder vote unless such vote is 
        otherwise required to be reported publicly by rule or 
        regulation of the Commission.
            ``(4) Rulemaking.--Not later than 6 months after the date 
        of enactment of the Investor Voting Fairness Act of 2009, the 
        Commission shall issue rules and regulations to implement this 
        subsection.''.
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