[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[S. 1006 Introduced in Senate (IS)]

111th CONGRESS
  1st Session
                                S. 1006

   To require a supermajority shareholder vote to approve excessive 
       compensation of any employee of a publicly traded company.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 7, 2009

  Mr. Durbin introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To require a supermajority shareholder vote to approve excessive 
       compensation of any employee of a publicly traded company.

    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 ``Excessive Pay Shareholder Approval 
Act''.

SEC. 2. AMENDMENT TO THE SECURITIES EXCHANGE ACT OF 1934.

    (a) In General.--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.--The compensation for an employee of an 
        issuer in any single taxable year may not exceed an amount 
        equal to 100 times the average compensation for services 
        performed by all employees of that issuer during such taxable 
        year, unless not fewer than 60 percent of the shareholders have 
        voted to approve such compensation (through a proxy or consent 
        or authorization for an annual or other meeting of the 
        shareholders, occurring within the preceding 18 months).
            ``(2) Proxy contents.--Proxy materials for a shareholder 
        vote required by paragraph (1) shall include--
                    ``(A) the amount of compensation paid to the lowest 
                paid employee of the issuer;
                    ``(B) the amount of compensation paid to the 
                highest paid employee of the issuer;
                    ``(C) the average amount of compensation paid to 
                all employees of the issuer;
                    ``(D) the number of employees of the issuer who are 
                paid more than 100 times the average amount of 
                compensation for all employees of the issuer; and
                    ``(E) the total amount of compensation paid to 
                employees who are paid more than 100 times the average 
                amount of compensation for all employees of the issuer.
            ``(3) Definition of compensation.--
                    ``(A) In general.--For purposes of this subsection, 
                the term `compensation' includes wages, salary, fees, 
                commissions, fringe benefits, deferred compensation, 
                retirement contributions, options, bonuses, property, 
                and any other form of remuneration that the Commission 
                determines is appropriate, in consultation with the 
                Secretary of the Treasury.
                    ``(B) Part-time and part-year employees.--In the 
                case of any employee which is a part-time employee of 
                the issuer, or which is not employed by the issuer for 
                a full taxable year, the compensation of such employee 
                shall be calculated for purposes of this subsection on 
                an annualized basis.''.
    (b) Deadline for Rulemaking.--Not later than 1 year after the date 
of enactment of this Act, the Securities and Exchange Commission shall 
issue any final rules and regulations required to carry out section 
16(h) of the Securities Exchange Act of 1934, as added by this section.
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