[Congressional Record (Bound Edition), Volume 153 (2007), Part 6]
[House]
[Pages 9077-9078]
[From the U.S. Government Publishing Office, www.gpo.gov]




                               AMENDMENTS

  Under clause 8 of rule XVIII, proposed amendments were submitted as 
follows:

                               H.R. 1257

                         Offered By: Mr. Bachus

       Amendment No. 1: Page 4, beginning on line 8, strike 
     ``Section 16'' and insert ``Section 14'', and on line 11, 
     strike ``(h)'' and insert ``(i)''.

                               H.R. 1257

                 Offered By: Mr. Campbell of California

       Amendment No. 2: Page 4, line 13, strike ``Any proxy'' and 
     insert ``Subject to paragraph (3), any proxy''.
       Page 5, line 6, strike ``In any proxy'' and insert 
     ``Subject to paragraph (3), in any proxy''.
       Page 6, line 13, strike the close quotation marks and 
     following period and after such line insert the following:
       ``(3) Majority-elected board exemption.--The shareholder 
     vote requirements of this subsection shall not apply with 
     respect to any issuer that requires the members of its board 
     of directors to be elected by a majority of the votes cast in 
     a shareholder election of such board.''.

                               H.R. 1257

                 Offered By: Mr. Frank of Massachusetts

       Amendment No. 3: Page 4, beginning on line 8, strike 
     ``Section 16'' and insert ``Section 14'', and on line 11, 
     strike ``(h)'' and insert ``(i)''.

                               H.R. 1257

                 Offered By: Mr. Frank of Massachusetts

       Amendment No. 4: Page 4, line 13, strike ``In general'' and 
     insert ``Annual vote''.
       Page 4, beginning on line 14, strike ``or other meeting of 
     the shareholders'' and insert ``meeting of the shareholders 
     (or a special meeting in lieu of the annual meeting)''.
       Page 4, line 16, strike ``shall permit'' and insert ``shall 
     provide for''.
       Page 4, line 22, insert ``the corporation or'' after 
     ``binding on''.
       Page 5, beginning on line 7, strike ``or other meeting of 
     the shareholders'' and insert ``meeting of the shareholders 
     (or a special meeting in lieu of the annual meeting)''.
       Page 6, line 3, strike ``shall require'' and insert ``shall 
     provide for''.
       Page 6, line 6, insert ``the corporation or'' after 
     ``binding on''.

                               H.R. 1257

                        Offered By: Mr. Garrett

       Amendment No. 5: Page 4, line 13, strike ``Any proxy'' and 
     insert ``Subject to paragraph (3), any proxy''.
       Page 5, line 6, strike ``In any proxy'' and insert 
     ``Subject to paragraph (3), in any proxy''.
       Page 6, line 13, strike the close quotation marks and 
     following period and after such line insert the following:
       ``(3) Conditions triggering vote.--The shareholder vote 
     requirements of this subsection shall only apply if the 
     executive compensation (as disclosed pursuant to the 
     Commission's compensation disclosure rules) exceeds by 10 
     percent or more the average compensation for comparable 
     positions--
       ``(A) in companies within the issuer's industry; and
       ``(B) among companies with comparable total market 
     capitalization,

     as determined in accordance with regulations issued by the 
     Commission.''.

                               H.R. 1257

                  Offered By: Ms. Jackson-Lee of Texas

       Amendment No. 6: Page 6, line 13, strike the close 
     quotation marks and following period and after such line 
     insert the following new paragraph:
       ``(3) Website disclosure of vote.--Not later than 30 days 
     after the votes provided for in paragraphs (1) and (2)(B) are 
     counted, the issuer shall post the results of such vote in a 
     prominent location on the issuer's Internet website (if the 
     issuer maintains an Internet website).''.

                               H.R. 1257

                        Offered By: Mr. McHenry

       Amendment No. 7: Page 3, line 18, strike the close 
     quotation marks and following period and after such line 
     insert the following new paragraph:
       ``(3) Disclosure of vote to pension fund beneficiaries.--A 
     shareholder who is casting the vote permitted under this 
     subsection on behalf of the beneficiaries of a pension fund 
     shall be required to disclose to such beneficiaries whether 
     such vote was cast to approve or disapprove the 
     compensation.''.

                               H.R. 1257

                    Offered By: Mr. Price of Georgia

       Amendment No. 8: Page 6, line 13, strike the close 
     quotation marks and following period and after such line 
     insert the following:
       ``(3) Conditional implementation.--
       ``(A) Conditional effective date.--Subject to subparagraph 
     (C), this subsection shall be effective with respect to any 
     solicitation of a proxy, consent, or authorization for an 
     annual or other shareholder meeting occurring on or after the 
     date that is 90 days after the Commission transmits to 
     Congress the report required under subparagraph (B).
       ``(B) Study on recruitment and retention of executives.--
     The Commission shall conduct a study to determine the effect 
     of the separate vote requirements under this subsection on 
     the ability of issuers to recruit and retain executives, and 
     not later than 90 days after the date of enactment of this 
     Act, shall transmit to Congress a report containing the 
     findings of such study.
       ``(C) Determination by commission.--This subsection shall 
     not take effect if the Commission determines, pursuant to the 
     study required under subparagraph (B), that the requirements 
     of this subsection would significantly hinder issuers' 
     recruitment and retention of executives.''.

                               H.R. 1257

                    Offered By: Mr. Price of Georgia

       Amendment No. 9: Strike all after the enacting clause and 
     insert the following:

     SEC. 1. DISCLOSURE OF EXECUTIVE COMPENSATION.

       Congress finds and declares that the shareholder 
     disclosures relating to executive compensation required by 
     the rules issued by the Securities and Exchange Commission on 
     September 8, 2006 (71 Fed. Reg. 53158) provide an adequate 
     and complete mechanism for shareholder approval of such 
     compensation.

                               H.R. 1257

                    Offered By: Mr. Price of Georgia

       Amendment No. 10: Page 4, line 25, strike ``, nor shall 
     such vote'' and all that follows through page 5, line 3, and 
     insert a period.
       Page 6, line 10, strike ``, nor shall such vote'' and all 
     that follows through page 6, line 13, and insert a period, 
     and after such line insert the following:
       ``(3) Limitation on shareholder proposals.--A shareholder 
     permitted to vote under this subsection shall not be eligible 
     under the Commission's shareholder proposal regulation (17 
     CFR 240.14a-8) to make proposals for inclusion in any proxy 
     materials related to compensation.''.

                               H.R. 1257

                         Offered By: Mr. Putnam

       Amendment No. 11: Page 4, line 13, strike ``Any proxy'' and 
     insert ``Subject to paragraph (3), any proxy''.
       Page 5, line 6, strike ``In any proxy'' and insert 
     ``Subject to paragraph (3), in any proxy''.
       Page 6, line 13, strike the close quotation marks and 
     following period and after such line insert the following:
       ``(3) Deferred compensation exemption.--The shareholder 
     vote requirements of this subsection shall not apply to an 
     issuer if the compensation of executives as disclosed 
     pursuant to the Commission's compensation disclosure rule 
     indicates that the issuer provides the majority of the 
     issuer's executive compensation in the form of non-qualified 
     deferred compensation.''.

                               H.R. 1257

                         Offered By: Mr. Roskam

       Amendment No. 12: Page 4, line 13, strike ``In general'' 
     and insert ``Annual vote''.

[[Page 9078]]

       Page 4, beginning on line 14, strike ``or other meeting of 
     the shareholders'' and insert ``meeting of the shareholders 
     (or a special meeting in lieu of the annual meeting)''.
       Page 5, beginning on line 7, strike ``or other meeting of 
     the shareholders'' and insert ``meeting of the shareholders 
     (or a special meeting in lieu of the annual meeting)''.

                               H.R. 1257

                        Offered By: Mr. Sessions

       Amendment No. 13: Page 6, line 13, strike the close 
     quotation marks and following period and after such line 
     insert the following new paragraph:
       ``(3) Disclosure of activities to influence vote.--
     Notwithstanding paragraphs (1) or (2)(B), a shareholder's 
     vote shall not be counted under such paragraphs if the 
     shareholder has spent, directly or indirectly, more than a de 
     minimis amount of money (as determined by the Commission) on 
     activities to influence a vote of other shareholders, unless 
     such shareholder discloses to the Commission, in accordance 
     with rules prescribed by the Commission--
       ``(A) the identity of all persons or entities engaged in 
     such a campaign;
       ``(B) the activities engaged in to influence the vote; and
       ``(C) the amount of money expended on such a campaign.''.