Disclosure to shareholders of certain political expenditures

(a)

Quarterly and annual reports

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following new subsection:

(m)

Disclosure of certain political expenditures

(1)

Disclosure required

Each quarterly and annual report required under this section or section 15(d) shall include a disclosure of the total of any political expenditures in support of or in opposition to any candidate for Federal, State, or local public office made by the issuer during the preceding 6-year period. Such disclosures shall contain, at minimum, the name and political party affiliation of each candidate in support of whom or in opposition to whom a political expenditure was made, the amount of each such expenditure, the public office that such candidate was or is seeking, including the relevant State, city, or district, and a statement of the issuer’s interest in and reason for making such expenditure. (2)

Definition

For purposes of this subsection, the term political expenditure in support of or in opposition to any candidate for Federal, State, or local public office means an expenditure or series of expenditures totaling more than $10,000 for any single candidate during any single election that— (A)is an independent expenditure as such term is defined in section 301(17) of the Federal Election Campaign Act of 1971 or is relating to a candidate for State or local public office that would be treated as an independent expenditure under such Act if the candidate were a candidate for Federal public office; (B)is an electioneering communication, as such term is defined in section 304(f)(3) of such Act (2 U.S.C. 434(f)(3)); or (C)dues or other payments to any other organization that are, or could reasonably be anticipated to be, used or transferred to another association or organization for the purposes described in subparagraph (A) or (B).

(b)

Proxies

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)

Disclosure to shareholders of political expenditures

Any solicitation of any proxy or consent or authorization in respect of any security of an issuer shall contain a disclosure of the total of any political expenditures in support of or in opposition to any candidate for Federal, State, or local public office made by the issuer during the preceding 6-year period. Such disclosure must be clear and conspicuous and, at minimum, contain the name and political party affiliation of each candidate in support of whom or in opposition to whom a political expenditure was made, the amount of each such expenditure, the public office that such candidate was or is seeking, including the relevant State, city, or district, and a statement of the issuer’s interest in and reason for making such expenditure. For purposes of this subsection, the term political expenditure in support of or in opposition to any candidate for Federal, State, or local public office has the meaning given such term in section 13(m)(2).

(c)

Registration statements

Section 7 of the Securities Act of 1933 (15 U.S.C. 77g) is amended by adding at the end the following:

(c)The registration statement shall also contain a disclosure of any political expenditures in support of or in opposition to any candidate for Federal, State, or local public office made by the issuer during the preceding 6-year period. Such disclosure shall contain, at minimum, the name and political party affiliation of each candidate in support of whom or in opposition to whom a political expenditure was made, the amount of each such expenditure, the public office that such candidate was or is seeking, including the relevant State, city, or district, and a statement of the issuer’s interest in and reason for making such expenditure. For purposes of this subsection, the term political expenditure in support of or in opposition to any candidate for Federal, State, or local public office has the meaning given such term in section 13(m)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(m)(3)).

(d)

Modification of forms

The Securities and Exchange Commission shall make such modifications to any forms made available by the Commission to facilitate the disclosures required by the amendments made by this Act.