[Congressional Record (Bound Edition), Volume 153 (2007), Part 7]
[House]
[Pages 9566-9582]
[From the U.S. Government Publishing Office, www.gpo.gov]




             SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION ACT

  The SPEAKER pro tempore (Mr. Pallone). Pursuant to House Resolution 
301 and rule XVIII, the Chair declares the House in the Committee of 
the Whole House on the state of the Union for the further consideration 
of the bill, H.R. 1257.

                              {time}  0914


                     In the Committee of the Whole

  Accordingly, the House resolved itself into the Committee of the 
Whole House on the state of the Union for the further consideration of 
the bill (H.R. 1257) to amend the Securities Exchange Act of 1934 to 
provide shareholders with an advisory vote on executive compensation, 
with Mr. Pomeroy (Acting Chairman) in the chair.
  The Clerk read the title of the bill.
  The Acting CHAIRMAN. When the Committee of the Whole rose on 
Wednesday, April 18, 2007, a request for a recorded vote on amendment 
No. 7 printed in the Congressional Record by the gentleman from North 
Carolina (Mr. McHenry) had been postponed.
  Are there further amendments to the bill?

                              {time}  0915


            Amendment No. 9 Offered by Mr. Price of Georgia

  Mr. PRICE of Georgia. Mr. Chairman, I offer an amendment.
  The Acting CHAIRMAN. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Amendment No. 9 offered by Mr. Price of Georgia:
       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.

  Mr. PRICE of Georgia. I want to thank the chairman of the committee 
for his kindness in allowing appropriate amendments within committee.
  Mr. Chairman, I had hoped that this would be an absolutely open rule 
on the floor of the House, but it seems that this is as open as we get 
in this Congress, and I appreciate the opportunity to present an 
amendment or two on this important bill. This is an important debate 
that we are having.
  If you look at the backdrop for it, it is important to appreciate the 
history of what is happening in many of our business sectors in this 
Nation. Seventy-five percent of the IPOs in the world are not in the 
United States. There is a reason for that. The number of public 
companies converting to private increases daily, and there is a reason 
for that. The number of U.S. companies looking to move offshore is 
increasing, and there is a reason for that.
  As it relates to this issue in 2006, the Securities and Exchange 
Commission adopted sweeping changes to the rules regarding disclosure 
of compensation paid to executive officers and directors of public 
companies. This amendment, my amendment, amendment No. 9, simply states 
that the disclosures of executive compensation adopted by the 
Securities and Exchange Commission in 2006 provide a complete and 
adequate mechanism for shareholder approval.
  SEC rules approved last summer direct companies to publish a table 
showing executives' total compensation, designed to bring better 
disclosure to shareholders. Companies must also detail stock option 
grants. The centerpiece of it was a single pay number, a single pay 
number meant to replace a jumble of charts and tables that appear now 
in proxy statements sent annually to investors. The single number will 
combine salary and bonuses and perks and other compensation awarded in 
a given year, with details for each component provided in a summary 
composition table.
  Publicly traded corporations compete for the trust of investors, and 
these votes that have been proposed in the underlying bill can already 
be arranged for today if the corporations feel they are warranted as 
illustrated by AFLAC's recent nonbinding shareholder vote on executive 
compensation.
  Now, if investors become displeased with a board of directors, then 
they have several choices available to them. They can seek to elect 
different board members. They can sell their stock and shift their 
investments to other companies whose corporate governance and decisions 
are more to their liking, or they can ask the government to expand 
regulation.
  Regrettably, it is this last option that we are faced with today. 
Further, regulation from Congress is rarely the answer, and it 
certainly is not now.
  I would ask my colleagues to seriously consider this amendment. My 
amendment is a vote for transparency. It is a vote for disclosure over 
increased government expansion and regulation. A vote against this 
amendment will increase the incentives for companies to go from public 
to private and to move from onshore to offshore.
  I will close by saying this. Most Americans have a general sense that 
some CEOs have levels of pension that are greater than warranted by 
merit. They know that there must be a correction. They also know well 
that Washington should not be the author of that correction.
  I urge adoption of my amendment.
  Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the 
requisite number of words.
  Mr. Chairman, this is an amendment, the purpose of which is to let 
people vote against the bill without voting against the bill. What the 
amendment says is, we don't need the bill. There are some Members who 
are apparently reluctant to vote against the bill. There would be no 
reason to vote for this amendment in the normal course of events. What 
it says is that we don't need anything else.
  Again, the effect of this amendment is exactly, exactly the same as 
voting ``no'' on the bill. But some Members have a problem. There are a 
lot of examples of excessive compensation in the minds of many. I would 
note that this Congress will not be making any judgment about what is 
or isn't excessive.
  One amendment was offered by a Republican that would have had us 
differentiate based on some definition of ``excessive.'' I hope that is 
voted down. I don't think we should be that intrusive. What the 
amendment says is, we don't need a bill. Well, if you don't need the 
bill, you vote ``no.'' Why would you vote for an amendment that says 
you don't need a bill instead of simply voting ``no''?
  The answer is, you don't want to be accused of voting ``no'' on the 
bill, so you vote for an amendment which has the same effect as killing 
the bill but is worded slightly differently.
  I do note, and I acknowledge my colleagues on the other side 
agreeing, because someone said, oh, the government shouldn't get 
involved in this. What this does is celebrate a significant government 
involvement in the pay practices of corporations. What it says is that 
the rules issued by the Securities and Exchange Commission, dominated 
by Republicans, run by a former Republican Member of this House as the 
chairman, that those rules are adequate and complete. In other words, 
it says, ``Those are a good thing. That's all we need.''
  Understand that those rules were a ``mandate,'' to use the word that 
has

[[Page 9567]]

been used here, a significant mandate by the Federal Government into 
private corporations. It says to private corporations, we, the 
Securities and Exchange Commission, this was done last year, we order 
you against your will, because if you want to do it, you could have 
done it voluntarily, we order you as the Federal Government to print on 
every proxy form the following information in the following form.
  I am glad they did that. I am glad that my colleagues implicitly 
repudiate this notion that somehow the Federal Government is not 
supposed to tell corporations what to do. The SEC did do that. But now 
the question is, what do you do with the information?
  It is interesting. I was just shown by one of the members of the 
staff an article where the corporation, United Health, was asked to 
allow a vote, then, by the shareholders on this information which the 
SEC has put forward, and they said, well, that would put us at a 
competitive disadvantage in America because some companies would do it 
and some wouldn't.
  This bill simply eliminates the competitive disadvantage. It says 
every corporation can do it.
  I was asked before, why don't you leave this to the market. That's 
what this bill does. The market consists of the people who own the 
shares, who buy the shares. This bill empowers them.
  Finally, I do want to note that my colleagues are giving a different 
set of arguments, my colleagues on the other side, today apparently, 
than Wednesday. On Wednesday, there was a lot of patriotism and a lot 
of talk about, let's not do what other countries do, let's stick with 
America. There were a lot of references to America's success in the 
corporate world. The gentleman from Georgia offering this amendment to 
kill the bill without a vote to kill the bill, says, America is doing 
so well, why jeopardize it?
  So I urge Members to study the two alternative approaches. In fact, 
the gentleman from Georgia today says America is not doing so good, 
we've got to be careful; we're losing IPOs, we're losing things. The 
argument that we have been hearing, and he is joined by others in 
making it, is that we're losing them primarily to England because of 
the corporate practices in England. That's what the committee appointed 
by the Secretary of the Treasury said, or inspired by him said. That's 
what the McKinsey report said: England does this.
  What we are proposing today is exactly the model that has been 
followed in England. If you believe what the gentleman from Georgia 
said, which is that we are losing financial business, I think that has 
been overstated, but we are losing financial business to others, and 
the country that we are told we are losing it to does exactly what we 
are doing.
  The fact is that letting the people who own the company vote on 
information that the SEC has required the company to put forward as to 
whether or not they approve or disapprove that that's what the people 
they hired should be paid is not at all intrusive. It hasn't caused 
problems in England. We think it has had a reasonable effect in 
moderating corporate excesses. That is why I hope that we will vote 
down this amendment.
  By the way, if this amendment is voted down, the people who don't 
want to vote for the bill don't have to vote for the bill. But they 
ought to be willing to vote ``yes'' or ``no'' on the bill and not 
defeated by this kind of wording which gives people a chance to vote 
``no'' without standing up and doing it.
  Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of 
words.
  The other day, Mr. Chairman, when we originally debated the bill, the 
chairman of the committee gently admonished one of the other speakers, 
one of the gentlemen from California, for selectively quoting a 
particular article.
  We all do that, though, don't we? He was making the point Wednesday, 
when we discussed this bill, about this particular issue, and the 
chairman, in sort of a gentle nudge, teased him a little bit, but sort 
of called him out and said, you know, read the entire article.
  It seems to me that the chairman of the committee may be falling into 
that same trap a little bit. Because coming to this floor now and 
having a conversation of the range of the Securities and Exchange 
Commission and sort of, by implication, giving the imprimatur of 
approval on rules that the SEC promulgated is not a great celebration 
necessarily of the entire framework of the Securities and Exchange 
Commission.
  It is not as if we have a choice today. We are in the minority. We 
don't get to set the debate. It is not as if we get to take the Etch-A-
Sketch of Securities and Exchange law and go and shake it today and 
come up and create a new thing.
  Now, if the gentleman from Georgia says, well, within the context of 
this, there is something that is decent that is happening here that the 
SEC has done, then so be it. But that is not an imprimatur of 
everything----
  Mr. FRANK of Massachusetts. Will the gentleman yield?
  Mr. ROSKAM. I would be happy to yield.
  Mr. FRANK of Massachusetts. I apologize, then. I inferred that the 
Members on the other side were being supportive of what our former 
colleague, Mr. Cox, did. If, in fact, I have incorrectly assumed that 
my colleagues were supportive of what the Republican SEC has done, 
rather than simply taking account of it, I will withdraw that, and I 
will not impute to you approval of what Mr. Cox has done.
  Mr. ROSKAM. Mr. Chairman, reclaiming my time, I would suggest the 
chairman should resist the temptation to overcharacterize a particular 
argument.
  Mr. DeFAZIO. Mr. Chairman, I move to strike the requisite number of 
words.
  That was an extraordinary and revealing exchange. I was also going to 
point out that Mr. Price was supporting the recent mandatory rulings of 
the Republican-run SEC for disclosure, but then deprive the public, the 
stockholders, from being able to do anything meaningful once they find 
out about scandalous levels of executive compensation or board 
compensation.
  Everyone talks about the board as the remedy. The board is often a 
part of the problem, being paid huge amounts of money for showing up 
once or twice a year at meetings.
  So, now, I mean, at least this is a little more honest. They don't 
even want the stockholders to be able to find out how much the 
executive is being paid, out of fear that somehow they might be able to 
do something about it, I guess. I mean, this is absolutely 
extraordinary.
  I heard some other things. They say, if a corporation feels it is 
warranted, the gentleman from Georgia says, they can vote on executive 
salary. Oh, the board, who got a sweet deal, who are supporting the CEO 
who has got a sweet deal, if they feel it is warranted, they will allow 
those little peons, the stockholders, to vote on it. This is America. 
These are public corporations.
  Now, would the gentleman say if someone inherits some stock, or 
someone has been a lifelong investor in a company, and there is a coup 
by some corporate raiders, and they install a board, and they just 
start dumping an excessive, as the gentleman said, sometimes greater 
than warranted salary on a CEO, that they should not have the power to 
do something about it?
  He says, well, you know, they can elect other people to the board. 
Well, no, because the election to the board process is fixed too. You 
get either to vote for the nominees or withhold. But if they get a 
single vote, and their buddy sitting next to them is going to vote, 
they will get their own stock for themselves. They are elected to the 
board. Ninety-nine percent of the people may have withheld, 99.999 may 
have withheld. That one person votes for himself. He is still on the 
board.
  That is the way the rules work now. Apparently you think that is just 
fine. You admit that there is excessive salary being paid here, 
excessive compensation. No one can look at those

[[Page 9568]]

numbers and say that they aren't, the gentleman even admitted, greater 
than warranted in some cases.
  Well, then, give the stockholders a meaningful remedy. That is all we 
are doing here. We are just saying, it is not even mandatory, just that 
you can have, once you get the mandatory disclosure put in place by the 
Republicans, we Democrats are saying the stockholders should be allowed 
to have a referendum on that and not have a runaround by the board or 
not have their capability to put a measure before the corporation 
denied by the board.

                              {time}  0930

  I have a major stockholder of Bank of America stock in my district, 
and he has been constantly frustrated in attempting to move forward 
questions about board compensation, about executive compensation, about 
governance. And he is a major stockholder, as are the rest of his 
family. But he is thwarted. It is a little bit like the old Soviet 
Union: They are in charge, they don't have to listen to him. It is not 
democratic.
  But the gentleman from Georgia says, well, sell your stock. That is a 
great remedy. Let the corporate raiders take it over, sell your stock. 
Now, come on. Give people recourse. And, you know, the reason that some 
investors are going to Europe is because they have more regulation in 
Europe and they have less excessive compensation to boards and CEOs, 
and they know that their dollars and/or pounds or Euros are being 
better cared for within that investment. That is why we are losing 
people overseas, not because of disclosure of excessive compensation or 
the possibility stockholders might be able to vote on it.
  Mr. PUTNAM. Mr. Chairman, I move to strike the requisite number of 
words.
  Mr. Chairman, I am happy to yield my time to my good friend from 
Georgia, the sponsor of the amendment, Mr. Price.
  Mr. PRICE of Georgia. Mr. Chairman, I thank the gentleman for 
yielding; I appreciate that. And I appreciate my good friend from 
Oregon being so transparent in his truth as he made a very interesting 
argument for more regulation and the fixing of CEO salaries. Which is 
remarkable, Mr. Speaker. The mischaracterization of this amendment is 
extremely curious.
  The chairman of the committee says this amendment is superfluous, it 
is not necessary. Well, it is absolutely vital. And the reason it is 
vital is because it is important for us to say that we believe it is 
appropriate, the action that has been taken by the Securities and 
Exchange Commission as it relates to CEO compensation and the 
disclosure requirements. That is important, because it is important for 
us as a Congress to say we condone and appreciate the work that the 
administration, the executive branch is doing in this area. It is also 
important because it draws attention to the issue and says to the 
American people, educates them to what is now available to them as 
shareholders.
  My good friend from Oregon says that this isn't mandatory. Well, it 
is mandatory. The bill states it is mandatory. There isn't any way out 
of it. It is Congress inserting itself into the functioning in very 
specific ways of corporations. And, Mr. Chairman, I don't know about 
your constituents, but my constituents know that that is the last place 
they want Congress, I promise you that.
  My good friend from Oregon states that the vote is fixed, it is not 
really a vote. Well, if he truly believes that, then why on Earth would 
he support the underlying bill? If the vote is already fixed, why 
support the underlying bill? It doesn't make any sense.
  So I would also just highlight for Congress and for anyone who is a 
shareholder that the opportunity for these kinds of votes already 
exists within the structure of corporate governance right now, within 
the structure of shareholder rights, as was demonstrated by a good 
company from Georgia, AFLAC, who went ahead and already has these 
nonbinding shareholder votes. But there is a difference between having 
individuals in the private sector, shareholders and individuals outside 
of the mandating of government to have it occur and have government 
come in with its heavy hand and say, this is exactly what you need to 
do because we know best.
  Mr. Chairman, in my district I believe that my constituents know 
better how to act and how to relate to corporations than Washington. 
And I appreciate the gentleman's time.
  The Acting CHAIRMAN. The question is on the amendment offered by the 
gentleman from Georgia (Mr. Price).
  The question was taken; and the Acting Chairman announced that the 
noes appeared to have it.
  Mr. PRICE of Georgia. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIRMAN. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Georgia will 
be postponed.


                 Amendment No. 11 Offered by Mr. Putnam

  Mr. PUTNAM. Mr. Chairman, I have an amendment at the desk.
  The Acting CHAIRMAN. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Amendment No. 11 offered by Mr. Putnam:
       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.''.

  Mr. PUTNAM. Mr. Chairman, today's debate on shareholder votes 
highlights differing views on executive compensation. It is important 
to note that shareholders already have the power to propose votes on 
executive compensation. In fact, during the 2007 proxy season, 64 
corporations will hold votes on whether to provide shareholders 
nonbinding votes on executive pay.
  As my friend from Georgia referenced, AFLAC has already voluntarily 
agreed to include an advisory vote on executive compensation on its 
2007 proxy statement, an example of market forces and shareholder views 
at work.
  These examples reflect boards' responsiveness to improving corporate 
governance and holding executives accountable to fulfill their duty of 
increasing shareholder value by growing profits and creating jobs. 
However, my colleagues on the other side of the aisle argue that boards 
of directors' pay for CEOs is disconnected from their performance. I 
would argue that if you believe that, then you should support this 
amendment that focuses on performance and encourages greater 
accountability.
  The amendment I offer today brings attention to what is known as 
nonqualified, deferred compensation. It allows the issuers to be exempt 
from the nonbinding shareholder vote on executive pay if the issuer 
provides the majority of the executive's compensation in the form of 
that nonqualified deferred compensation. And the reason for that is 
that nonqualified deferred compensation is subject to forfeiture. 
Unlike worker or union pension plans, it is contingent compensation. In 
other words, it is based on the performance of the company, the CEOs, 
and the executives. Those that have poor performance forfeit some of 
their compensation.
  My amendment gets to the heart of shareholder frustration, which is 
that if a CEO fails to fulfill their fiduciary duties, then they should 
be held accountable. Let me give you an example.
  Recently, a CEO of a major corporation announced that he would be 
leaving his post at the end of the year. The board of directors of that 
company decided not to give a large incentive bonus to that CEO because 
the company reported a 28 percent decrease in their profit for the last 
quarter of the year. While the CEO claimed that he

[[Page 9569]]

deserved a $7.65 million bonus, the board reached an agreement and the 
CEO will receive less than half of what he thought he was entitled to. 
The board exercised discretion based on performance, holding executives 
accountable.
  Mr. Speaker, this amendment aligns management interest with 
shareholder interest, enhancing shareholder value and equity in the 
company. Nonqualified deferred compensation packages help to drive 
financial performance, meet growth targets, and ensure the retention of 
good performing executives. Simply put, if the executive does not 
perform and the company suffers, then the compensation should reflect 
as much.
  I would also like to point out that in 2004 both Democrats and 
Republicans created rules that determine when it is appropriate to 
defer certain types of compensation. It is unnecessary for shareholders 
to have a nonbinding vote if there is no constructive receipt of that 
compensation. They are voting on something that may or may not actually 
be paid out to poorly performing CEOs. We should be encouraging this 
type of performance-based compensation, not second-guessing.
  I would urge my colleagues on both sides of the aisle to adopt this 
amendment.
  Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the 
requisite number of words.
  First, Mr. Chairman, I look forward to the subdebate between the 
gentleman from Illinois and the gentleman from Georgia on the 
Republican side.
  Just to recap, I said I was glad that the gentleman from Georgia, 
apparently on behalf of the Republicans, agreed with what the SEC did. 
The gentleman from Illinois took me to task and said, nothing in the 
amendment was approving. So I said, okay, I withdraw the notion that it 
was approving.
  But then the gentleman from Georgia came back and said, it does 
approve. So I would urge the two of them to work that out. I would be 
glad to either give them the acknowledgment, as the gentleman from 
Georgia said, that they support it; or retract that compliment to Mr. 
Cox, as the gentleman from Illinois prefers. But I am confused now as 
to their difference.
  As to the gentleman from Florida's amendment, it does exactly what 
our amendment is inaccurately accused of doing, it intrudes the 
Congress into the internal pay decisions of the corporation.
  We are strictly, scrupulously, completely neutral as to how the 
corporations pay their CEOs and others. We simply say that the market 
should work, that these shareholders should decide. And the gentleman 
said, shareholders have that right now. They do in some places, they do 
in some States, they do in some corporations; they do not in others. 
There is no uniform, legally enforceable right for shareholders to do 
this; and some corporations have refused to do it. United Health 
Service recently refused a request from a pension fund to do that. 
There is no uniform right.
  By the way, it is a matter of State law or Federal law. This notion 
that we are intruding on the private corporation, as they said on 
Wednesday, makes no sense. Private corporations are the creation of 
positive law, and positive law says, here are the rights and here are 
the duties, et cetera.
  Indeed, the gentleman from Georgia, who, unlike the gentleman from 
Illinois, approves of what the SEC did, says Washington shouldn't 
decide. But on the other hand, he is for what the SEC did. Has the SEC 
decamped to Wichita when I wasn't looking? I would have thought, as 
chairman of the committee, if the SEC had moved out of Washington, 
someone would have told me. Maybe they're not getting my mail. But how 
can you say that Washington should tell corporations what to do and be 
so supportive of this SEC intervention?
  And on the subject of intervention, what the gentleman from Florida 
would do, would have us say is, you have to have a shareholder vote if 
you have certain kinds of compensation, but you don't have to have a 
shareholder vote if you have other kinds of compensation. And what is 
the majority, and is it nonqualified deferred? It would be a far 
greater intrusion both substantively and procedurally than what we say.
  We say, have a vote, let the shareholders vote. Terribly radical. Let 
those people who own the corporation give their opinion on what the CEO 
should be paid.
  The gentleman from Florida says ``no,'' but here is the deal: Some 
corporations hate that. They don't want these pesky shareholders having 
a say on how many hundred million dollars a guy ought to get when he 
gets fired, so we will say ``yes'' in some cases, ``no'' in others.
  The gentleman said we should kind of give them an incentive. Well, I 
don't think that is the case. I don't think Congress ought to be 
picking and choosing as to what is the right kind of corporate 
compensation and what is not the right kind of corporate compensation. 
But that is what the amendment does. The amendment does exactly what, 
as I said, our bill carefully avoids doing: It puts Congress into the 
decision-making process and says, if you do it the way we, Congress, 
think is right, you are okay; if you don't do it the way Congress 
thinks is right, you have a shareholder vote.
  Now, I don't think a shareholder vote is any problem. But for those 
who do, if you really do, then you are intruding the Congress into that 
process in a way that we have sought to avoid. So I hope that the 
amendment is defeated.
  Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of 
words.
  Mr. Chairman, I think in response to the chairman's observations 
about the gentleman from Florida's amendment, I do take the chairman at 
face value that what you are trying to do and the way you are looking 
at it is trying to create a neutral framework by which these matters 
are determined. No question about that. But it seems to me that the 
beauty of this amendment is that it really does seem to get at the 
heart of the matter that is really prompting this sort of national 
conversation.
  In other words, I think the gentleman from Florida has come up with a 
more surgical way to accomplish the very task that the chairman of the 
committee is trying to do. So while the chairman's bill in and of 
itself is a bit of a blunt instrument, I think that the gentleman from 
Florida's amendment sharpens that blunt instrument and helps to really 
cut to the cause and the issue that is before the Congress, and I urge 
its passage.
  Mr. DeFAZIO. Mr. Chairman, I move to strike the requisite number of 
words.
  First, since the gentleman from Georgia wouldn't allow me to correct 
his mischaracterization of my position, I guess we are having a little 
issue over the meaning of the word ``fix.'' Now, if he means ``fixed'' 
as in ``setting,'' that is, setting the salary, he is totally wrong. I 
never said that, and that is not what this bill would do. It would just 
allow a referendum by the owners of the company on the package being 
paid to the corporate executive.
  Now, if he means ``fixed'' in terms of what he stated on his own, he 
said some are greater than warranted and then he talked about 
correction; if we are talking about that kind of ``fix,'' he is 
absolutely right, and that is what this bill would do. It would allow 
the stockholders a vote. He doesn't want to allow them to vote on that 
compensation.

                              {time}  0945

  Then how are you going to fix it? That is extraordinary.
  Now, Mr. Putnam makes an interesting argument. This poor CEO, whoever 
he was who totally underperformed who would receive compensation under 
his amendment that would be exempt from a vote, saw his compensation, 
having screwed up the corporation and making the board of directors mad 
and underperforming, losing money for the stockholders. He didn't get 
that $6.75 million. He only got $3 million. Wow. He was penalized. 
Well, maybe the stockholders would rather he was fired and he got 
nothing. Three million bucks for screwing up.

[[Page 9570]]

That is not exactly a corrective action. I don't know what world you 
folks live in over there, but for people in my district, that would be 
like winning the lottery big. Three million bucks. And this is for a 
guy who didn't do his job properly. And that is the kind of, and that 
would be exempt from the stockholders, because that is corrective 
action. He only got three million. Don't worry. He only got three 
million. And only three million came out of your assets to go to this 
guy who lowered the value of your investment and messed up the company, 
probably fired a bunch of workers and who knows what else he did that 
messed things up. So it is just extraordinary.
  So now you are getting in the weeds here. You are actually 
determining what sorts of compensation would be voted on and what 
wouldn't. You are getting into fixing something, regulating something. 
We are just saying we want to allow a referendum. It is kind of the 
democratic process that most of us understand around here. If people 
are part of a public corporation, they should get a vote on executive 
compensation. They should also be allowed to put other measures before 
the board in a meaningful way. But the Republicans apparently don't 
believe in corporate democracy.
  Mr. PRICE of Georgia. Mr. Chairman, I move to strike the requisite 
number of words.
  I want to commend the gentleman from Florida for his amendment. I do 
think that it focuses the attention of this issue where it ought to be.
  But I want to address a couple of remarkable misstatements from my 
friends on the other side. They have said, the gentleman from Oregon 
said that, I don't want to allow a shareholder vote.
  Well, I mean, that is absolutely ridiculous. I am all in favor of a 
shareholder vote if it is done without the mandate from Washington. 
That is the distinction that we have here, Mr. Chairman. We have a 
party that is desirous of increasing regulation and increasing the 
mandate from government. And we have defenders of a system that allows 
individuals to act in concert in the way that they best deem 
appropriate. That is the difference. It is a fundamental philosophical 
difference.
  They believe that mandates from Washington are the solution to this 
and virtually every other problem. Well, I simply don't believe that. I 
simply don't believe that, and I know that my constituents don't 
believe that.
  It is also clear from the comments made by my good friend from Oregon 
that class warfare is alive and well. And that is also something that I 
think does a disservice to this body, and does a disservice to our 
Nation, does a disservice to the discussion.
  To my good friend, the chairman, he was somewhat astounded by the 
fact that the gentleman from Illinois and I could think differently, 
and I appreciate that because the lock-step group on the other side is 
in full swing. And I understand that. That is all right. But we have an 
opportunity to think on this side of the aisle. And we have an 
opportunity to reach conclusions. They may be the same conclusions, 
they may be different conclusions, but we have an opportunity to think 
on this side of the aisle. And for that I am appreciative.
  What I am only asking for in this bill and in the amendment that I am 
supporting is to provide the opportunity for the American people to 
think and to act for themselves without the mandate, without the 
dictates from the Federal Government.
  So I urge my colleagues to support the amendment of the gentleman 
from Florida.
  Mr. BLUMENAUER. Mr. Chairman, I move to strike the requisite number 
of words.
  Mr. Chairman, I have been intrigued by the debate that has been 
transpiring here. I wanted to come to the floor to make one simple 
point, and that is that I appreciate the efforts on behalf of the 
Financial Services Committee and Chairman Frank to start demystifying 
the process. There is a lot of talk about supporting of shareholder 
rights and what not. But the fact is that we don't have a uniform 
system in this country that actually guarantees people the right to 
exercise corporate democracy in ways that most people would take for 
granted. In terms of the most important stakeholders, the people who 
own these corporations, they are too often treated like children that 
need to be kept at bay. You don't have to read very many business pages 
in the New York Times, just for the last year, to discover areas of 
systematic abuse in terms of what anybody would expect to be the 
treatment of shareholders. And, unfortunately, that is aided and 
abetted by government policy.
  I appreciate what is happening with the Financial Services Committee 
to take some steps to try and demystify the process. I see this as one 
simple step to allow shareholders just an advisory vote on 
compensation. I thought it was a pretty good idea. I thought it was 
being part of a larger conversation. I think it is a warning shot about 
corporate behavior and to State regulators to take seriously the rights 
of the people who own these companies. All of us, I think, support 
capitalism. But the way that the shareholders are treated must make us 
be suspect.
  Then on top of this, I hear the amendment from my friend from 
Florida. Again, I may be a little biased, getting my information from 
the business pages of the newspaper, but the Sunday before last, it was 
fascinating looking at the hash that has been made by SEC in terms of 
trying to explain what total compensation is. It is almost now beyond 
the capacity of individuals to understand because we get in here, make 
these distinctions that torture and twist information.
  I thought the proposal that is brought forward by Financial Services, 
was pretty straightforward. Yet this amendment again would start 
parsing that out, distinguishing between different types of 
compensation and making it harder for shareholders to have a clear 
understanding.
  I would respectfully suggest that we vote against this amendment; we 
support the underlying bill; and most important, we support the 
philosophy from Financial Services to demystify corporate governance, 
that we give a little more respect to the rights of shareholders and 
our responsibility as people who establish the rules of the game.
  I think the Sarbanes-Oxley legislation was rushed through after years 
of sort of holding it at bay in the aftermath of scandals where 
Congress wouldn't act, to the point where Congress was forced to act.
  I appreciate what is happening in the Financial Services Committee 
where they are looking at this subject in a systematic fashion. I look 
forward to subsequent proposals that come forward so that we can give 
shareholders the rights that they deserve as the people who are after 
all really the owners of our capitalistic system.
  The Acting CHAIRMAN. The question is on the amendment offered by the 
gentleman from Florida (Mr. Putnam).
  The question was taken; and the Acting Chairman announced that the 
noes appeared to have it.
  Mr. PUTNAM. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIRMAN. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Florida will 
be postponed.


            Amendment No. 8 Offered by Mr. Price of Georgia

  Mr. PRICE of Georgia. Mr. Chairman, I offer an amendment.
  The Acting CHAIRMAN. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Amendment No. 8 offered by Mr. Price of Georgia:
       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

[[Page 9571]]

     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.''.

  Mr. PRICE of Georgia. Mr. Chairman, I think that this amendment gets 
to what the consequences of this underlying bill are. Now, we have 
heard some contradictory information from the proponents of this bill. 
Some say it doesn't mean anything. Some say it is very important and 
that the consequences are remarkable.
  I would suggest that, frankly, we don't know what mandating to 
companies and to publicly traded companies in this Nation, what this 
bill will do. I don't think that we, as Congress, know. I think the 
consequences may be remarkable and significant.
  I do know that it would be helpful and appropriate for all of us to 
have that information, to have the information about what the 
unintended consequences of this might be. So this amendment is an 
amendment to address that. It would ensure that this legislation will 
not compromise fair competition and a level playing field for publicly 
traded companies. The amendment would require the SEC, the Securities 
and Exchange Commission, to conduct a study to determine whether a 
separate nonbinding vote, what the bill mandates, whether or not that 
would hinder a publicly traded company's ability to compete for the 
best available candidates for its officers and directors.
  It would make sense that it would be helpful for us and for the 
Nation to know whether or not that would be a consequence. If, in fact, 
the SEC finds that the rules would hamper the company's ability to 
compete for the best candidates, then the nonbinding shareholder vote 
will not be required.
  For every publicly traded company, there are thousands of privately 
held firms. Large privately held corporations compete with publicly 
traded corporations for the same talent pool of CEOs and, presumably, 
pay the same compensation levels. Responsibility, our responsibility 
dictates that we don't add yet another reason for companies to list on 
foreign exchanges or otherwise be discouraged from becoming publicly 
traded.
  So this is a very simple amendment, provides for a study that would 
determine the consequences in terms of whether or not publicly traded 
companies would be able to attract the best talent. I urge my 
colleagues to support it.
  Mr. MILLER of North Carolina. Mr. Chairman, I move to strike the last 
word.
  I think this amendment makes clear how radical an idea the minority 
party thinks democracy is, whether it is in corporations or in 
government, and how wary they are of voting, whether in corporations, 
by shareholders or in politics.
  Usually the minority party is very critical, hostile to the idea that 
regulatory agencies should play a role in our democracy, in our 
economy. Regulatory agencies play an important role. They work out a 
lot of details. They address new problems more quickly than Congress 
can in a way that is consistent with what Congress has done before. But 
this is not a complicated proposal. This is a straightforward proposal. 
There are not details to work out. Either we want to do this or we are 
not going to do this and we are not making it up as we go along.
  Britain did this in 2001. We have got 6 years' experience under 
Britain, the way it has worked in Britain, and it has worked just fine 
in Britain.
  The minority party has come to the curious position, after more than 
200 years of experience in American democracy, of thinking the 
Congress, the Members of the House of Representatives and the other 
body, elected by the people should be mere advisers, an advisory body 
to the President, and that anyone appointed by the President 
necessarily must be wiser and more knowledgeable than the folks who are 
actually elected by the people.
  Mr. Chairman, we were elected by the people. We are speaking for the 
people. We are acting on their behalf. This amendment will undermine 
democracy in the boardroom in corporate America, and it will undermine 
democracy in our government, and I urge we vote against it.
  Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of 
words.
  Mr. Chairman, it is interesting, the majority has now slipped into I 
think the same arguable bad habit that the chairman accused us of, 
because now the SEC has been criticized as Presidential appointees 
lacking the wisdom that Congress has.
  Let's just discuss this amendment for a minute, because I really do 
think it is a good amendment. It gets to the heart of this matter. And 
it basically, for purposes of our discussion today, Mr. Chairman, it 
accepts, I think, the premise of the chairman. It says, here we go. 
Let's go back to the underlying bill and just focus our conversation 
for a minute. The underlying bill says, let's put a nonbinding 
referendum on the ballot. The chairman has made a number of arguments 
in favor of it. But the gentleman from Georgia, essentially says, in 
this amendment, okay, let's do that, but first, just hit the pause 
button. Just put the pause button on just for a bit and let the 
Securities and Exchange Commission, who, over the past day or so of 
debate, have risen to the point of almost Superman status, they have 
been so widely complimented and called wise and so forth by the other 
side of the aisle. Let's ask that commission what their opinion is. 
Let's study it. Let's look at it. And if, if, if, they say no problem, 
then there is no problem. No harm, no foul.

                              {time}  1000

  The bill is put into place and on we go. But if the Securities and 
Exchange Commission says that public companies enter into a competitive 
disadvantage because of this, then ought we not consider that? 
Shouldn't we then hit the stop button? Because we have heard the other 
side get up on the floor today and over the past few days and talk 
about the free market and how they are in favor of capitalism, and we 
have heard the gentleman from Oregon a couple of minutes ago telling us 
that the reason that companies are going to Europe is somehow because 
they don't have shareholder rights, and the logic was so dizzying, I 
couldn't even follow it.
  But accepting everything that the other side says for the sake of 
argument is then implicit in accepting this amendment. Because all this 
amendment says, and let's be very clear about it, is it simply says hit 
the pause button for 90 days. Just wait 90 days. So let's assume for 
the sake of argument that this blows through the Senate. Let's assume 
for the sake of argument that it is signed into law on June 1. I would 
submit to you between June 1 and September 1 we can wait to take the 
temperature to find out if this is a good idea or if somehow this 
hinders us competitively.
  Mr. CROWLEY. Mr. Chairman, I move to strike the requisite number of 
words.
  Mr. Chairman, I appreciate what we are doing here today. This is 
important, I think, for the American people to understand the critical 
role that Congress plays here in providing transparency and openness 
and helping corporate America do what they do best, and that is to 
generate and grow our economy.
  But I rise in opposition to my friend, the gentleman from Georgia's, 
amendment. And I do so because, it is interesting, there seems to be a 
double-speak, Mr. Chairman, coming from the other side of the aisle. On 
the one hand they say that there is too much government involvement, 
and at the same time their amendment would add another layer of 
government involvement, a further study that would slow this whole 
process down.
  I don't understand what is wrong with transparency. Transparency in 
our markets is what makes our markets so attractive to investors, to 
investors who want to know what is

[[Page 9572]]

going on within that publicly traded company.
  This amendment would make the effective date of the bill conditional 
on the SEC's performance of a study to determine the effect of 
shareholder vote requirements on the ability of issuers to recruit and 
retain executives. The bill would not take effect if the SEC finds the 
vote would ``significantly hinder issuers' recruitment and retention of 
executives.''
  In effect, this is a way to kill the bill without voting against the 
bill. It would permit the SEC and the business executives to 
effectively veto the Congress with a study.
  This amendment would make nonbinding shareholder votes on 
compensation subject to an SEC study and the SEC's finding.
  And I should just remind our friends on the other side that Congress 
does not generally make laws that apply only if agencies make certain 
findings.
  I would also note for the record that this amendment was defeated in 
committee by a vote of 27 yeas to 32 nays with 1 present, therefore a 
vote against this amendment.
  And again I just want to come back to what I talked about before, and 
it relates as well to the Putnam amendment, and that is what is wrong 
with transparency? What is wrong with those individuals, moms and pops, 
moms who are soccer field moms, understanding what their investment is 
doing, how their investment dollars are being spent?
  If the other side of the aisle wants to continue to align themselves 
with the Bob Nardellis and the Ken Lays of the world over Joe and Mary 
Six-Pack, so be it. But I would just point out that I think that the 
American stockholders would like to know what is happening in corporate 
America.
  I wonder how many stockholders in GE understood that when Jack Welch 
retired as a CEO, what that package actually entailed. GE shareholders 
would provide him with a ``lifetime access to company facilities and 
services comparable to those which are currently made available to him 
by the company,'' that they are unconditional and irrevocable. And 
don't forget about the use of an $80,000 per month Manhattan apartment 
owned by the company, aka the shareholders. I wonder how many 
shareholders know that they are supplying a rent-free apartment for 
Jack Welch in Manhattan; courtside seats at the New York Knicks and 
U.S. Open; seats at Wimbledon; box seats, and, Mr. Frank, I hope you 
will forgive me, at the Red Sox-Yankees baseball games; country club 
fees.
  Who paid for all this and who continues to pay for all this? The 
shareholders, who are the individual citizens, pension funds, 401(k)s. 
We the people who invest in these public corporations are the ones who 
pay for all this. Is it right that we pay for this and have no ability 
to learn about it or no ability to really hold these public 
corporations accountable? I don't think so.
  The other side of the aisle seems to think that is okay and that is 
how corporate America should conduct itself.
  I believe that shareholders have the right to know what the full 
compensation packages, the total compensation packages, of the 
employees running their, the shareholders', companies. And it goes back 
to Mr. Putnam's amendment again. What we need to oppose is this 
amendment, as well as the Putnam amendment, because it injects the 
government too far into the board rooms, creates new hassles for 
corporate America, and it disrespects and ignores the owners of 
shareholders, the constituency of those executives as well as our 
constituents that we represent.
  So I oppose this and the Putnam amendment.
  Mr. GARRETT of New Jersey. Mr. Chairman, I move to strike the last 
word.
  Mr. Chairman, I just come to the floor to rise to answer the question 
that the gentleman from the other side just raised as far as the 
information that the shareholders have the right to know, and I agree 
with him completely. The shareholders do have a right to know what is 
going on in the corporations that they are investing in.
  When you think about it, what should be the ultimate objective of any 
of the legislation that we are addressing here today or any of the 
amendments that we are addressing here today? And that, I think, is to 
make sure that the shareholders, A, have information, and, B, have the 
best return on their investment possible, whether we are talking about 
senior citizens who are relying upon their investments for their 
pensions and their security for their remaining days and they have to 
make absolutely certain that these investments are good investments 
because this is what they are relying on because they are no longer 
working or whether these are young people who are just starting out and 
are beginning to put a way a little money for their children for their 
education 5, 10, 15, 20 years down the road.
  They want to be sure that their investments have a good return as 
well. They want to have information as well. Or maybe it is somebody in 
their middle years, such as myself, 40, 47 years old. We want to make 
sure that the money that we set aside for our retirement is going to be 
there and that we are getting a good return. So we want information as 
well. So the gentleman on the other side of the aisle is correct when 
he says we need to know that information.
  Well, that is exactly what this amendment does. This is to provide 
more information. And that is exactly what the SEC has already done 
with their proposed rules and regulations as far as providing more 
information to the American investor as far as the pay packages that 
are going to CEOs.
  So let's step back again and see what is already out there. The SEC 
has initiated proceedings to make sure that the investor, whether it is 
a senior citizen, middle-income family, or a young person starting out, 
has the information that should be available to them. And I commend the 
gentleman from Georgia because he is following on in that tradition of 
making sure investors have additional information. Because what do we 
not want to do by any legislation that passes through this House? What 
we should not want to do is to hurt the investor. What we should not 
want to do is to add costs to the system that are unnecessary. What we 
should not want to do is hurt that senior citizen by adding a 
burdensome process to the system that will actually diminish the value 
of his or her current investments.
  What we should not want to do is hurt that young family just starting 
out putting money aside for their children's education by hurting the 
investments that they have already made. The underlying language in 
this bill has the potential to do that. This amendment by the gentleman 
from Georgia (Mr. Price) will alleviate that problem.
  This amendment simply asks to investigate, to study, to find out, to 
perform, to provide transparency, if you will, to the system to make 
sure that whatever we do here is for the benefit of the investor in the 
long run.
  I will just close on this: the other day I had my own amendment, 
which says that, like the other side of the aisle, we too on this side 
of the aisle agree that some of the pay packages that we read about in 
the media seem egregiously high or very excessive and what have you and 
we have our questions about them as well; but like this amendment and 
my amendment that came yesterday, we all want to do the same thing and 
make sure that at the end of the day the investor is not hurt by the 
actions of the other side of the aisle or by Congress, but are helped.
  Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the 
requisite number of words.
  Let me begin with the gentleman from New Jersey's worrying that the 
investor might be hurt by what we would do. I guess the motto of 
investor in this case should be ``Stop me before I vote again.''
  How are we going to hurt the investor? We are going to say to those 
investors, You know the information that is going to be presented to 
you because the SEC mandated that companies do it? You get to say 
whether you approve or disapprove of that proposal.

[[Page 9573]]

  That is going to hurt the investor? Are investors so much in need of 
protection from themselves that they must be prevented from voting on 
this?
  This is part of the problem. It is an inversion of capitalism here. 
The CEOs don't own the company. The boards don't own the company. The 
shareholders own the company. They are the market. And all this bill 
does is to empower them.
  By the way, when the gentleman from Illinois says we are rushing in, 
he has a very different definition of ``rushing in'' than I do. This 
takes effect in 2009. We, in fact, were approached by some, the 
Business Roundtable. They still don't like the bill.
  Mr. PRICE of Georgia. Mr. Chairman, will the gentleman yield?
  Mr. FRANK of Massachusetts. I yield to the gentleman from Georgia.
  Mr. PRICE of Georgia. Mr. Chairman, I appreciate the gentleman for 
yielding.
  Given that it has that implementation date, which I think is 
appropriate, and given that my amendment asks for a study for a period 
of 90 days, is there any reason why the gentleman would oppose the 
amendment?
  Mr. FRANK of Massachusetts. Yes. And reclaiming my time, I will tell 
him what it is. If all this asks for was for the SEC to study it, I 
would support the amendment. And section B, ``The commission shall 
conduct a study,'' I would be glad to support that. Indeed, the 
commission could do that on its own. What I object to is a point has 
been made before and it is constitutional, Congress being made to wait 
for permission from the regulatory agency to do things.
  So, again, and I appreciate the gentleman, but I do want to go back 
to the error of the gentleman from Illinois when he said we had to hit 
the pause button. This does not take effect until 2009. We are not 
rushing into anything. And we delayed the effective date at the request 
of the Business Roundtable so there would be no burden in paperwork on 
the company.
  Between now and 2009, if the SEC wants to do a study, it can do a 
study. If you want to mandate that they do it, I would be glad to 
mandate that, although the SEC has been somewhat overworked. The 
difference is, and the reason I object is, this says that Congress will 
not go forward with what most of us on our side, and many on the other 
side, think is a good idea until the SEC gives us permission. I do not 
think constitutionally we should await permission from the regulatory 
agency.
  By the way, the gentleman from Illinois, I don't understand. He wants 
to find an inconsistency, and when he can't find one, somehow he 
manufactures one. I never said the SEC was all wise and all knowing. He 
is caricaturing things that weren't even said. What I did was to 
acknowledge that the SEC has moved here and the SEC, I do want to 
remind my colleagues, is in Washington. All this rhetoric about no 
mandates from Washington is wholly inconsistent with the affirmation of 
the SEC's having correctly proposed the information.
  I would also say to the gentleman from Georgia, I was not struck by 
the fact that he and the gentleman from Illinois differ. It has been 
clear to me for some time. I have been on the committee. The gentleman 
from Georgia and his Republican colleagues often differ, and I will say 
in the spirit of the French assembly ``vive la difference.'' I 
encourage people to differ with the gentleman from Georgia. I would 
hardly chide them for it.

                              {time}  1015

  What I was responding to is the gentleman from Illinois accusing me 
of misstating the views of the gentleman from Georgia, and I am glad 
the gentleman from Georgia cleared that up.
  But back to the main point. We have until 2009. Yes, the SEC has the 
right to study this if it wants to. And if this was simply a mandate 
that the SEC study it, it would be a different story. But saying that 
the bill is contingent on the SEC's finding seems to me 
constitutionally unwise. That's why I would not support it as is, but I 
would support a modified version.
  Mr. Chairman, I will yield to the gentleman from Illinois.
  Mr. ROSKAM. Mr. Chairman, my only point is that the 2009 date, and 
that is a fair observation on your part that it's not going to happen 
tomorrow, but if this becomes law, it's going to happen no matter what. 
So even if the SEC comes up and sends a signal flair and says, hey, 
this is going to be a train wreck, this is going to be a real problem; 
and we're going to see more and more companies either going private, 
unwilling to go public, which is sort of the subtext of a lot of what's 
going on, or ultimately going to Europe, my point is that this will not 
stop.
  Mr. FRANK of Massachusetts. Let me take back my time.
  Two points. First of all, I do want to respond to this really 
terrible argument that this might drive companies to go private. Do 
Members realize, Mr. Chairman, how viciously that attacks the CEOs? 
That argument says this: A CEO faced with the possibility of people 
voting on his or her salary will take that company private. I think 
that is a terrible thing to say.
  Secondly, if the SEC makes a recommendation, we are here to listen to 
it.
  The Acting CHAIRMAN. The question is on the amendment offered by the 
gentleman from Georgia (Mr. Price).
  The question was taken; and the Acting Chairman announced that the 
ayes appeared to have it.
  Mr. FRANK of Massachusetts. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIRMAN. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Georgia will 
be postponed.


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN. Pursuant to clause 6 of rule XVIII, proceedings 
will now resume on those amendments on which further proceedings were 
postponed, in the following order:
  Amendment No. 13 by Mr. Sessions of Texas.
  Amendment No. 5 by Mr. Garrett of New Jersey.
  Amendment No. 2 by Mr. Campbell of California.
  Amendment No. 7 by Mr. McHenry of North Carolina.
  Amendment No. 9 by Mr. Price of Georgia.
  Amendment No. 11 by Mr. Putnam of Florida.
  Amendment No. 8 by Mr. Price of Georgia.
  The Chair will reduce to 5 minutes the time for any electronic vote 
after the first vote in this series.


               Amendment No. 13 Offered by Mr. Sessions.

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Texas (Mr. 
Sessions) on which further proceedings were postponed and on which the 
noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The text of the amendment is as follows:

       Amendment No. 13 offered by Mr. Sessions:
       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.''.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The vote was taken by electronic device, and there were--ayes 177, 
noes 222, not voting 39, as follows:

                             [Roll No. 236]

                               AYES--177

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert

[[Page 9574]]


     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Bono
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Brown-Waite, Ginny
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Camp (MI)
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Dent
     Diaz-Balart, L.
     Diaz-Balart, M.
     Drake
     Dreier
     Duncan
     Ellsworth
     Emerson
     English (PA)
     Everett
     Fallin
     Feeney
     Flake
     Forbes
     Fortenberry
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gilchrest
     Gillmor
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Jindal
     Johnson, Sam
     Jordan
     Keller
     King (IA)
     King (NY)
     Kingston
     Kirk
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     LaHood
     Lamborn
     Latham
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     LoBiondo
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Neugebauer
     Nunes
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Porter
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Ramstad
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Ryan (WI)
     Sali
     Saxton
     Schmidt
     Sensenbrenner
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuler
     Shuster
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Souder
     Stearns
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Walden (OR)
     Wamp
     Weldon (FL)
     Weller
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (FL)

                               NOES--222

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Barrow
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Castor
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Edwards
     Ellison
     Emanuel
     Engel
     Eshoo
     Etheridge
     Farr
     Filner
     Frank (MA)
     Giffords
     Gillibrand
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Klein (FL)
     Kucinich
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murtha
     Nadler
     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Paul
     Payne
     Perlmutter
     Peterson (MN)
     Petri
     Pomeroy
     Price (NC)
     Rahall
     Rangel
     Reyes
     Rodriguez
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Sires
     Skelton
     Slaughter
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Wexler
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--39

     Alexander
     Baldwin
     Bishop (UT)
     Bordallo
     Brady (PA)
     Cantor
     Carson
     Christensen
     Conyers
     Cubin
     Culberson
     Davis, Jo Ann
     Doolittle
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Marchant
     Melancon
     Millender-McDonald
     Mollohan
     Myrick
     Platts
     Rohrabacher
     Simpson
     Thornberry
     Walsh (NY)
     Wicker
     Young (AK)

                              {time}  1044

  Ms. SOLIS, Ms. VELAZQUEZ and Mrs. CAPPS and Messrs. CLEAVER, ALTMIRE, 
McNERNEY and DINGELL changed their vote from ``aye'' to ``no.''
  Mr. Rogers of Alabama changed his vote from ``no'' to ``aye.''
  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated against:
  Ms. CARSON. Mr. Chairman, on April 20th I was not able to cast the 
first in a series of votes on H.R. 1257. Had I been available, I would 
have voted no on Roll No. 236.


          Amendment No. 5 Offered by Mr. Garrett of New Jersey

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from New Jersey 
(Mr. Garrett) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The text of the amendment is as follows:

       Amendment No. 5 offered by Mr. Garrett of New Jersey:
       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.''.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 155, 
noes 244, not voting 39, as follows:

                             [Roll No. 237]

                               AYES--155

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert
     Bilbray
     Blackburn
     Blunt
     Bonner
     Bono
     Boozman
     Boustany
     Brady (TX)
     Brown-Waite, Ginny
     Buchanan
     Burgess
     Burton (IN)
     Calvert
     Camp (MI)
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Dent
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     Emerson
     English (PA)
     Everett
     Fallin
     Feeney
     Flake
     Forbes
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gilchrest
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Johnson, Sam
     Jordan
     Keller
     King (IA)
     King (NY)
     Kingston
     Knollenberg
     Kuhl (NY)
     Lamborn
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Pickering
     Pitts
     Poe
     Porter
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Ryan (WI)
     Sali
     Schmidt
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuster
     Smith (NE)
     Smith (TX)
     Souder
     Stearns
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Wamp
     Weldon (FL)
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (FL)

                               NOES--244

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Barrow

[[Page 9575]]


     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bilirakis
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Boehner
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown (SC)
     Brown, Corrine
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Christensen
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Engel
     Eshoo
     Etheridge
     Farr
     Filner
     Fortenberry
     Frank (MA)
     Giffords
     Gillibrand
     Gillmor
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Kline (MN)
     Kucinich
     LaHood
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Latham
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mack
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (MI)
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murtha
     Nadler
     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Perlmutter
     Peterson (MN)
     Petri
     Pomeroy
     Price (NC)
     Rahall
     Ramstad
     Rangel
     Reyes
     Rodriguez
     Rogers (KY)
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Sensenbrenner
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shuler
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walden (OR)
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Weller
     Wexler
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--39

     Alexander
     Baldwin
     Bishop (UT)
     Bordallo
     Brady (PA)
     Buyer
     Cantor
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     McCarthy (NY)
     McHenry
     Melancon
     Millender-McDonald
     Mollohan
     Moore (WI)
     Myrick
     Peterson (PA)
     Platts
     Rohrabacher
     Simpson
     Thornberry
     Walsh (NY)
     Wicker
     Young (AK)


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised 2 minutes 
remain in this vote.

                              {time}  1052

  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated for:
  Mr. McHENRY. Mr. Chairman, on rollcall No. 237 I was inadvertently 
detained. Had I been present, I would have voted ``aye.''
  Mr. PETERSON of Pennsylvania. Mr. Chairman, on rollcall No. 237 I was 
unavoidably detained. Had I been present, I would have voted ``aye.''
  Stated against:
  Ms. MOORE of Wisconsin. Mr. Chairman, on rollcall No. 237, had I been 
present, I would have voted ``no.''


         Amendment No. 2 Offered by Mr. Campbell of California

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from California 
(Mr. Campbell) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The text of the amendment is as follows:
       Amendment No. 2 offered by Mr. Campbell of California:
       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.''.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 161, 
noes 241, not voting 36, as follows:

                             [Roll No. 238]

                               AYES--161

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert
     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fortenberry
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gilchrest
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Harman
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Johnson, Sam
     Jordan
     King (IA)
     King (NY)
     Kingston
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     Lamborn
     Latham
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Ryan (WI)
     Sali
     Schmidt
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuler
     Shuster
     Smith (NE)
     Smith (TX)
     Souder
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Wamp
     Weldon (FL)
     Weller
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Young (AK)
     Young (FL)

                               NOES--241

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bono
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Butterfield
     Camp (MI)
     Capps
     Capuano
     Cardoza
     Carnahan
     Carson
     Castor
     Chandler
     Christensen
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dent
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Emerson
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Frank (MA)
     Giffords
     Gillibrand
     Gillmor
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Keller
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Kucinich
     LaHood
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murtha
     Nadler

[[Page 9576]]


     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Perlmutter
     Peterson (MN)
     Petri
     Pomeroy
     Porter
     Price (NC)
     Rahall
     Ramstad
     Rangel
     Reyes
     Rodriguez
     Ross
     Rothman
     Roybal-Allard
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Sensenbrenner
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stearns
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walden (OR)
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Wexler
     Wilson (OH)
     Wolf
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--36

     Alexander
     Bishop (UT)
     Bordallo
     Brady (PA)
     Brown-Waite, Ginny
     Cantor
     Carney
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Melancon
     Millender-McDonald
     Miller, George
     Mollohan
     Myrick
     Platts
     Rohrabacher
     Ruppersberger
     Simpson
     Thornberry
     Walsh (NY)
     Wicker


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised there are 
2 minutes remaining in this vote.

                              {time}  1100

  Mr. PORTER changed his vote from ``aye'' to ``no.''
  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated against:
  Mr. RUPPERSBERGER. Mr. Chairman, on rollcall No. 238, I voted ``no,'' 
put card in and I guess it did not register. I was present and voted 
``no.''


                 Amendment No. 7 Offered by Mr. McHenry

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from North 
Carolina (Mr. McHenry) on which further proceedings were postponed and 
on which the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The text of the amendment is as follows:
       Amendment No. 7 offered by Mr. McHENRY:
       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.''.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 164, 
noes 236, not voting 38, as follows:

                             [Roll No. 239]

                               AYES--164

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Barton (TX)
     Biggert
     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Brown-Waite, Ginny
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Camp (MI)
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Deal (GA)
     Dent
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     Duncan
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fortenberry
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gillmor
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Inglis (SC)
     Issa
     Jindal
     Johnson, Sam
     Jordan
     Keller
     King (IA)
     King (NY)
     Kingston
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     Lamborn
     Latham
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Myrick
     Neugebauer
     Nunes
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Porter
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Ramstad
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (KY)
     Ros-Lehtinen
     Roskam
     Ryan (WI)
     Schmidt
     Sensenbrenner
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuster
     Smith (NE)
     Smith (TX)
     Souder
     Space
     Stearns
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Walden (OR)
     Wamp
     Weldon (FL)
     Weller
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (AK)

                               NOES--236

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Barrow
     Bartlett (MD)
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bono
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     Davis, Tom
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Emerson
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Frank (MA)
     Giffords
     Gilchrest
     Gillibrand
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Hulshof
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Kucinich
     LaHood
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Nadler
     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Paul
     Payne
     Perlmutter
     Peterson (MN)
     Petri
     Platts
     Pomeroy
     Price (NC)
     Rahall
     Rangel
     Reyes
     Rodriguez
     Ross
     Rothman
     Roybal-Allard
     Royce
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shuler
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Spratt
     Stark
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Wexler
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--38

     Alexander
     Baldwin
     Bishop (UT)
     Bordallo
     Brady (PA)
     Cantor
     Christensen
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Higgins
     Hinchey
     Hobson
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Melancon
     Millender-McDonald
     Mollohan
     Murtha
     Rogers (MI)
     Rohrabacher
     Sali
     Simpson
     Thornberry
     Walsh (NY)
     Wicker
     Young (FL)


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised there are 
2 minutes remaining in this vote.

                              {time}  1107

  So the amendment was rejected.
  The result of the vote was announced as above recorded.


            Amendment No. 9 Offered by Mr. Price of Georgia

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Georgia 
(Mr. Price) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.

[[Page 9577]]

  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 148, 
noes 257, not voting 33, as follows:

                             [Roll No. 240]

                               AYES--148

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert
     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gilchrest
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Johnson, Sam
     Jordan
     King (IA)
     King (NY)
     Kingston
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     Lamborn
     Latham
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller, Gary
     Musgrave
     Myrick
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Sali
     Schmidt
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuster
     Smith (NE)
     Smith (TX)
     Souder
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Wamp
     Weldon (FL)
     Westmoreland
     Wilson (NM)
     Wilson (SC)
     Young (AK)
     Young (FL)

                               NOES--257

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bono
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Brown-Waite, Ginny
     Butterfield
     Camp (MI)
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dent
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Emerson
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Fortenberry
     Frank (MA)
     Giffords
     Gillibrand
     Gillmor
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Keller
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Kucinich
     LaHood
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     LaTourette
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (MI)
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (KS)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murphy, Tim
     Murtha
     Nadler
     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Perlmutter
     Peterson (MN)
     Petri
     Platts
     Pomeroy
     Porter
     Price (NC)
     Rahall
     Ramstad
     Rangel
     Regula
     Reyes
     Rodriguez
     Rogers (KY)
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Ryan (WI)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Sensenbrenner
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shuler
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stearns
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walden (OR)
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Weller
     Wexler
     Whitfield
     Wilson (OH)
     Wolf
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--33

     Alexander
     Bishop (UT)
     Bordallo
     Brady (PA)
     Cantor
     Christensen
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Herger
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Melancon
     Millender-McDonald
     Mollohan
     Rohrabacher
     Simpson
     Sullivan
     Thornberry
     Walsh (NY)
     Wicker


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised there are 
2 minutes remaining in this vote.

                              {time}  1114

  So the amendment was rejected.
  The result of the vote was announced as above recorded.


                 Amendment No. 11 Offered by Mr. Putnam

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Florida 
(Mr. Putnam) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 160, 
noes 240, not voting 38, as follows:

                             [Roll No. 241]

                               AYES--160

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert
     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Brown-Waite, Ginny
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     Emerson
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Johnson, Sam
     Jordan
     Keller
     King (IA)
     King (NY)
     Kingston
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     LaHood
     Lamborn
     Latham
     LaTourette
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCarthy (NY)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Musgrave
     Myrick
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Ryan (WI)
     Sali
     Schmidt
     Sensenbrenner
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuster
     Smith (NE)
     Smith (TX)
     Souder
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Walden (OR)
     Wamp
     Weldon (FL)
     Weller
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (AK)
     Young (FL)

                               NOES--240

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bono
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Butterfield
     Camp (MI)
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar

[[Page 9578]]


     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dent
     Dicks
     Dingell
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Fortenberry
     Frank (MA)
     Giffords
     Gilchrest
     Gillibrand
     Gillmor
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Kucinich
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (KS)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murphy, Tim
     Murtha
     Nadler
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Peterson (MN)
     Petri
     Platts
     Pomeroy
     Porter
     Price (NC)
     Rahall
     Ramstad
     Rangel
     Reyes
     Rodriguez
     Rogers (KY)
     Ross
     Rothman
     Royce
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shuler
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stearns
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Wexler
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--38

     Alexander
     Bishop (UT)
     Bordallo
     Brady (PA)
     Cantor
     Christensen
     Conyers
     Cubin
     Davis, Jo Ann
     Doggett
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Gonzalez
     Hayes
     Higgins
     Hoekstra
     Hunter
     Issa
     Jones (NC)
     Lampson
     Levin
     Lewis (CA)
     Lowey
     Melancon
     Millender-McDonald
     Mollohan
     Napolitano
     Perlmutter
     Rohrabacher
     Roybal-Allard
     Simpson
     Thornberry
     Walsh (NY)
     Wicker


                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised there are 
2 minutes remaining in this vote.

                              {time}  1121

  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated against:
  Mrs. NAPOLITANO. Mr. Chairman on rollcall No. 241, had I been 
present, I would have voted no.


            Amendment No. 8 Offered by Mr. Price of Georgia

  The Acting CHAIRMAN. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Georgia 
(Mr. Price) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIRMAN. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIRMAN. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 162, 
noes 242, not voting 34, as follows:

                             [Roll No. 242]

                               AYES--162

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Barton (TX)
     Biggert
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Bono
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Brown-Waite, Ginny
     Buchanan
     Burton (IN)
     Buyer
     Calvert
     Camp (MI)
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Dent
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Harman
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Johnson, Sam
     Jordan
     King (IA)
     King (NY)
     Kingston
     Kirk
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     LaHood
     Lamborn
     Latham
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Myrick
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Pickering
     Pitts
     Poe
     Porter
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Ryan (WI)
     Sali
     Schmidt
     Sensenbrenner
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuler
     Shuster
     Simpson
     Smith (NE)
     Smith (TX)
     Souder
     Stearns
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Wamp
     Weldon (FL)
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (AK)
     Young (FL)

                               NOES--242

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bartlett (MD)
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bilbray
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Burgess
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Clarke
     Clay
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Emerson
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Fortenberry
     Frank (MA)
     Giffords
     Gilchrest
     Gillibrand
     Gillmor
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Keller
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Klein (FL)
     Kucinich
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     LaTourette
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murtha
     Nadler
     Napolitano
     Neal (MA)
     Norton
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Peterson (MN)
     Petri
     Platts
     Pomeroy
     Price (NC)
     Rahall
     Ramstad
     Rangel
     Regula
     Reyes
     Rodriguez
     Rogers (KY)
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walden (OR)
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Weller
     Wexler
     Whitfield
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--34

     Alexander
     Bishop (UT)
     Bordallo
     Brady (PA)
     Cantor
     Christensen
     Cleaver
     Conyers
     Cubin
     Davis, Jo Ann
     DeLauro
     Ehlers
     Faleomavaega
     Fattah
     Ferguson
     Fortuno
     Gerlach
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Melancon
     Millender-McDonald
     Mollohan
     Perlmutter
     Rohrabacher
     Thornberry
     Walsh (NY)
     Westmoreland
     Wicker

[[Page 9579]]




                  Announcement by the Acting Chairman

  The Acting CHAIRMAN (during the vote). Members are advised there are 
2 minutes remaining in this vote.

                              {time}  1127

  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Mr. LEVIN. Mr. Chairman, I rise in strong support of H.R. 1257, the 
Shareholder vote on Executive Compensation Act.
  Earlier this year, the Ways and Means Committee held a series of 
hearings on the state of the U.S. economy. We heard from experts across 
a variety of disciplines and a wide spectrum of political perspectives, 
and one of the recurring themes we heard from them was that income 
inequality is rising, and that this trend is eroding the public's 
confidence in the fundamental fairness of our society and our public 
policy. Recent data indicate that in 2005, the share of national income 
going to the top one percent of earners jumped to 19.3 percent, 
representing the highest degree of income concentration since 1929.
  Rising executive compensation is, of course, just one component of 
this trend, but it is one of the most visible. What are middle-class 
families who are struggling with the rising costs of health care and 
higher education to think when they read about CEOs that are given tens 
and even hundreds of millions of dollars to leave companies whose stock 
price has fallen precipitously? These executives are not being rewarded 
for their performance, they are apparently being rewarded for 
squandering billions of dollars of shareholder value.
  Mr. Chairman, corporations are creations of government, and by law, 
their boards have a fiduciary responsibility to the shareholders who 
are the owners of that corporation. A variety of scandals from Enron to 
options backdating have called into question the independence of boards 
that are often hand-picked by management, and we have taken steps both 
through legislation and the regulatory process to strengthen the 
independence of boards of directors.
  The measure before us is a relatively modest additional step to 
ensure that corporations and their management operate in the interest 
of shareholders. All we are saying in this bill is that shareholders 
own these corporations, and they should have an annual, non-binding 
vote on the corporation's executive compensation disclosures.
  The opposition of the minority to this is simply inconsistent. They 
call for an ``ownership society'' that would all too often shift ever 
greater risk onto individuals, and then oppose giving individual 
shareholders a non-binding vote on the compensation of senior 
executives who are the guardians of their investment. Corporations do 
not exist to serve the interests of management, they exist to serve the 
interest of their owners.
  Mr. Chairman, it is not too much to ask that hardworking Americans 
who have made an investment in a company be given the opportunity of an 
advisory vote on the pay of managers who are essentially their 
employees. Again, the Shareholder Vote on Executive Compensation is a 
modest, common-sense reform that will strengthen corporate governance 
in our society, and I urge its adoption.
  Ms. McCOLLUM of Minnesota. Mr. Chairman, I rise today in support of 
the Shareholder Vote on Executive Compensation Act, and I commend 
Chairman Frank for his work on this critical issue.
  While American families struggle to meet their basic needs, such as 
access to affordable housing, health care, and education, the CEOs of 
top companies earn more than 430 times the pay of an average worker. 
The disparity between CEO compensation and minimum wage earnings is 
even more severe. The average CEO earns more before lunch than a 
minimum wage worker earns in a year. This inequality needs to be 
addressed. The Shareholder Vote on Executive Compensation Act is an 
important step toward fairness because it empowers shareholders and 
holds public corporations accountable for their compensation practices.
  H.R. 1257 requires that public companies give shareholders the 
opportunity to have a nonbinding advisory vote on the company's 
executive compensation. It also gives shareholders an additional 
nonbinding vote if the company awards the CEO a new, undisclosed 
personal exit package, also known as a ``golden parachute'' package, 
during negotiations to buy or sell a company. This bill does not in any 
way cap executive salaries nor does it diminish the board's legal 
authority. It simply provides shareholders with a mechanism to voice 
their support or opposition to an executive compensation package.
  This legislation is supported by the International Corporate 
Governance Network, the Council of Institutional Investors, labor 
unions, and shareholder organizations. Further, this approach to 
corporate governance is not new, and it has been shown that it works. 
The nonbinding advisory vote has been successfully implemented in the 
United Kingdom and more recently in Australia. It was also adopted 
voluntarily by the insurance company, Aflac, and 52 other companies 
have similar proposals pending.
  Mr. Chairman, American families cannot afford to continue subsidizing 
excessive CEO compensation packages. I urge my colleagues to join me in 
supporting H.R. 1257.
  The Acting CHAIRMAN. The question is on the committee amendment in 
the nature of a substitute, as amended.
  The committee amendment in the nature of a substitute, as amended, 
was agreed to.
  The Acting CHAIRMAN. Under the rule, the Committee rises.
  Accordingly, the Committee rose; and the Speaker pro tempore (Mr. 
McDermott) having assumed the chair, Mr. Pomeroy, Acting Chairman of 
the Committee of the Whole House on the state of the Union, reported 
that that Committee, having had under consideration the bill (H.R. 
1257) amending the Securities Exchange Act of 1934 to provide 
shareholders with an advisory vote on executive compensation, pursuant 
to House Resolution 301, he reported the bill back to the House with an 
amendment adopted by the Committee of the Whole.
  The SPEAKER pro tempore. Under the rule, the previous question is 
ordered.
  Is a separate vote demanded on any amendment to the amendment 
reported from the Committee of the Whole? If not, the question is on 
the amendment.
  The amendment was agreed to.
  The SPEAKER pro tempore. The question is on the engrossment and third 
reading of the bill.
  The bill was ordered to be engrossed and read a third time, and was 
read the third time.


                Motion to Recommit Offered by Mr. Feeney

  Mr. FEENEY. Mr. Speaker, I offer a motion to recommit.
  The SPEAKER pro tempore. Is the gentleman opposed to the bill?
  Mr. FEENEY. I am in its current form.
  The SPEAKER pro tempore. The Clerk will report the motion to 
recommit.
  The Clerk read as follows:

       Mr. Feeney moves to recommit the bill, H.R. 1257, to the 
     Committee on Financial Services with instructions to report 
     the same to the House forthwith with the following amendment:
       Page 6, line 15, strike the close quotation marks and 
     following period and after such line insert the following new 
     paragraph:
       ``(3) Clarification of non-binding nature of the vote.--A 
     decision of the board of directors that is contrary to, or 
     inconsistent with, the shareholder vote provided for in 
     paragraphs (1) and (2)(B), shall not be construed to affect 
     the determination of a breach of any duty or obligation owed 
     by the board to the issuer or its shareholders.''.

  The SPEAKER pro tempore. The gentleman from Florida is recognized for 
5 minutes.
  Mr. FEENEY. Mr. Speaker, this motion to recommit clarifies that this 
nonbinding vote is in fact nonbinding: no court may consider the 
board's refusal to follow the shareholders' advisory vote as a breach 
of that board's duties of care or loyalty to the shareholders. It 
clarifies that although such a vote is compulsory, the result cannot 
be, and it cannot force a board of directors to act in a way that 
contravenes its best interest.
  Mr. Shays offered an important amendment during the markup process to 
clarify that nothing in this bill imposes any new fiduciary duties on 
boards that the majority of the committee accepted. However, I am 
concerned not only about whether this statute imposes new, additional 
obligations on a board; I am concerned that a court might construe a 
board's decision to disregard the advice of a shareholders' advisory 
vote as prima facie evidence of a board's failure to satisfy its 
existing duties.
  The chairman has frequently said, ``This bill does not do what this 
bill does not do.'' I hope he is right, because in the Financial 
Services Committee hearing and markup, in the

[[Page 9580]]

Rules Committee, and on the floor, he has stressed that this bill is 
purely advisory. Rather than hope, though, I offer this motion to 
recommit in order to be certain and to protect the directors in their 
discretionary exercise of their duties.
  If this provision is redundant, that is fine. We do a lot worse here 
than redundancy. As Chairman Frank often advises, the law is filled 
with redundancies, and when Members oppose language in language in 
bills because they are redundant, they are typically being 
disingenuous.
  So if this bill really does bar frivolous litigation by activist 
shareholders, then the majority should have no trouble accepting this 
motion to recommit. However, if it does not preclude private rights of 
action, as I fear that it does not, then this motion is critical. If 
the majority cannot support an amendment that limits frivolous 
litigation, then their motives are suspect.
  This motion to recommit protects America's competitive position vis-
a-vis international capital markets. If a court can weigh a vote 
intended as noncompulsory when evaluating whether directors have 
breached their fiduciary duties, the real beneficiaries of this bill 
will be trial lawyers racing to the courthouse. The losers will be 
American enterprise, American stockholders, and, ultimately, American 
workers.
  Mr. Speaker, I yield back the balance of my time.
  Mr. FRANK of Massachusetts. Mr. Speaker, I rise in opposition to the 
motion to recommit.
  The SPEAKER pro tempore. The gentleman from Massachusetts is 
recognized for 5 minutes.
  Mr. FRANK of Massachusetts. Mr. Speaker, never has the willingness of 
the minority to abuse the process for purely political ends been truer 
than today.
  Mr. Speaker, this bill was voted on in committee in a multi-day 
markup. A number of amendments were offered and debated. One amendment 
offered by the gentleman from Connecticut (Mr. Shays) aimed directly at 
this point, and the language was accepted by us and is in the bill, and 
it says that nothing in here shall create a new fiduciary duty; and it 
was intended to achieve exactly what we are now told this has sought to 
achieve. If Members genuinely thought it was inadequate, they had the 
rest of the markup to try to amend it. And we are here under an open 
rule. If the Members thought that the bill that we had voted on and 
which they had every chance to amend needed further amendment, the 
democratic procedure, the procedure that shows respect for the process, 
would have been to file an amendment. Had this been an amendment, we 
could have debated it for more than 5 minutes. We could even have read 
it for more than 2. This was delivered to me about 2 minutes before we 
started.
  I am not one of the more modest Members of the body, I concede. But I 
do not credit myself with being on my own, off the top of my head, not 
having practiced law ever except for the fact that I am a member of the 
bar, I am not able to fully analyze this. It might be something very 
useful. And people who are genuinely interested in adding it to the 
bill could have offered it in committee; they could have offered it 
under the open rule; we could have debated it. We have had a large 
number of roll calls; we just had seven roll calls.
  Now, we have been told in the past, well, I had to do a recommit, you 
wouldn't give me any other chance. Members on the other side had every 
opportunity at the committee and in this open rule fully to debate this 
and to offer amendments. They chose not to. They chose instead to 
legislate by ambush.
  Mr. Speaker, I had underestimated the tenderness of the feelings of 
the Members opposite. I confess to insensitivity, but I will not 
confess to the disrespect for our legislative process that Members----
  Mr. FEENEY. Mr. Speaker, will the gentleman yield?
  Mr. FRANK of Massachusetts. Of course not. The gentleman asked for a 
courtesy. Had the gentleman offered this in committee, I would have 
been glad to have a dialogue with him. Had he seriously wanted this 
amendment and offered it during the floor, we could have talked about 
it. But to wait until the last minute when we can't read it, to refuse 
to take advantage of an open rule, to refuse to offer it in committee, 
and now ask me to yield to you? Of course not.
  Now, I want to emphasize again: this may or may not be good. I will 
guarantee the Members here will look at this. We have a way to go on 
this bill. It has to go to the Senate. If in fact we need further to 
tighten the language, and it was the gentleman from Connecticut, Mr. 
Shays' amendment that we adopted that sought to do this, if the 
gentleman from Florida is right and Mr. Shays' was inadequate, if the 
gentleman from Florida is right and Mr. Shays' amendment doesn't do the 
job, we will analyze it seriously. But I urge Members, do not on a 
serious legal issue, when we have had 2 minutes to look at a complex 
legal principle, vote to put it into a bill when the Members advocating 
it deliberately refused to subject it to an open democratic process.
  I hope this is repudiated.
  The SPEAKER pro tempore. Without objection, the previous question is 
ordered on the motion to recommit.
  There was no objection.
  The SPEAKER pro tempore. The question is on the motion to recommit.
  The question was taken; and the Speaker pro tempore announced that 
the noes appeared to have it.
  Mr. FEENEY. Mr. Speaker, on that I demand the yeas and nays.
  The yeas and nays were ordered.
  The SPEAKER pro tempore. Pursuant to clause 9 of rule XX, the Chair 
will reduce to 5 minutes the minimum time for any electronic vote on 
the question of passage of the bill.
  The vote was taken by electronic device, and there were--yeas 184, 
nays 222, not voting 27, as follows:

                             [Roll No. 243]

                               YEAS--184

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Bartlett (MD)
     Barton (TX)
     Biggert
     Bilbray
     Bilirakis
     Blackburn
     Blunt
     Boehner
     Bonner
     Bono
     Boozman
     Boustany
     Brady (TX)
     Brown (SC)
     Brown-Waite, Ginny
     Buchanan
     Burgess
     Burton (IN)
     Buyer
     Calvert
     Camp (MI)
     Campbell (CA)
     Cannon
     Capito
     Carter
     Castle
     Chabot
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Dent
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     Duncan
     Emerson
     English (PA)
     Fallin
     Feeney
     Flake
     Forbes
     Fortenberry
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gilchrest
     Gillmor
     Gingrey
     Gohmert
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Heller
     Hensarling
     Herger
     Hobson
     Hulshof
     Inglis (SC)
     Issa
     Jindal
     Johnson (IL)
     Johnson, Sam
     Jordan
     Keller
     King (IA)
     King (NY)
     Kingston
     Kirk
     Kline (MN)
     Knollenberg
     Kuhl (NY)
     LaHood
     Lamborn
     Latham
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     LoBiondo
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     McMorris Rodgers
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Moran (KS)
     Murphy, Tim
     Musgrave
     Myrick
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Petri
     Pickering
     Pitts
     Platts
     Poe
     Porter
     Price (GA)
     Pryce (OH)
     Putnam
     Radanovich
     Ramstad
     Regula
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Ros-Lehtinen
     Roskam
     Royce
     Ryan (WI)
     Sali
     Saxton
     Schmidt
     Sensenbrenner
     Sessions
     Shadegg
     Shays
     Shimkus
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Souder
     Stearns
     Sullivan
     Tancredo
     Terry
     Tiahrt
     Tiberi
     Turner
     Upton
     Walberg
     Walden (OR)
     Wamp
     Weldon (FL)
     Weller
     Westmoreland
     Whitfield
     Wilson (NM)
     Wilson (SC)
     Wolf
     Young (AK)
     Young (FL)

                               NAYS--222

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Boren
     Boswell
     Boucher
     Boyd (FL)
     Boyda (KS)
     Braley (IA)
     Brown, Corrine
     Butterfield
     Capps

[[Page 9581]]


     Capuano
     Cardoza
     Carnahan
     Carney
     Carson
     Castor
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cuellar
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Engel
     Eshoo
     Etheridge
     Everett
     Farr
     Filner
     Frank (MA)
     Giffords
     Gillibrand
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Johnson (GA)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Klein (FL)
     Kucinich
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McNerney
     McNulty
     Meehan
     Meek (FL)
     Meeks (NY)
     Michaud
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murtha
     Nadler
     Napolitano
     Neal (MA)
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pascrell
     Pastor
     Payne
     Peterson (MN)
     Pomeroy
     Price (NC)
     Rahall
     Rangel
     Reyes
     Rodriguez
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shuler
     Sires
     Skelton
     Slaughter
     Smith (WA)
     Snyder
     Solis
     Space
     Spratt
     Stark
     Stupak
     Sutton
     Tanner
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tierney
     Towns
     Udall (CO)
     Udall (NM)
     Van Hollen
     Velazquez
     Visclosky
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Wexler
     Wilson (OH)
     Woolsey
     Wu
     Wynn
     Yarmuth

                             NOT VOTING--27

     Alexander
     Bishop (UT)
     Brady (PA)
     Cantor
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Fattah
     Ferguson
     Gerlach
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Melancon
     Millender-McDonald
     Mollohan
     Perlmutter
     Rohrabacher
     Thornberry
     Walsh (NY)
     Wicker

                              {time}  1156

  Mr. HASTINGS of Florida changed his vote from ``yea'' to ``nay.''
  So the motion to recommit was rejected.
  The result of the vote was announced as above recorded.
  (By unanimous consent, Mr. Boucher was allowed to speak out of 
order.)


 Moment of Silence in Memory of Those Slain at Virginia Tech University

  Mr. BOUCHER. Mr. Speaker, as Members may know, Governor Kaine of 
Virginia has asked that today be a national day of mourning for the 
students and the faculty members who lost their lives at Virginia Tech 
on Monday of this week. In observance of Governor Kaine's request, I 
ask that the House join our Nation for a moment of silence at this 
time.


                Announcement by the Speaker Pro Tempore

  The SPEAKER pro tempore. Without objection, 5-minute voting will 
continue.
  There was no objection.
  The SPEAKER pro tempore. The question is on the passage of the bill.
  The question was taken; and the Speaker pro tempore announced that 
the ayes appeared to have it.


                             Recorded Vote

  Mr. PRICE of Georgia. Mr. Speaker, I demand a recorded vote.
  A recorded vote was ordered.
  The SPEAKER pro tempore. This will be a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 269, 
noes 134, not voting 30, as follows:

                             [Roll No. 244]

                               AYES--269

     Abercrombie
     Ackerman
     Allen
     Altmire
     Andrews
     Arcuri
     Baca
     Baird
     Baldwin
     Barrow
     Bartlett (MD)
     Bean
     Becerra
     Berkley
     Berman
     Berry
     Bilirakis
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bono
     Boozman
     Boren
     Boswell
     Boucher
     Braley (IA)
     Brown, Corrine
     Brown-Waite, Ginny
     Burgess
     Butterfield
     Camp (MI)
     Capito
     Capps
     Capuano
     Carnahan
     Carney
     Carson
     Castor
     Chabot
     Chandler
     Clarke
     Clay
     Cleaver
     Clyburn
     Cohen
     Cooper
     Costa
     Costello
     Courtney
     Cramer
     Crowley
     Cummings
     Davis (AL)
     Davis (CA)
     Davis (IL)
     Davis, Lincoln
     DeFazio
     DeGette
     Delahunt
     DeLauro
     Dent
     Dicks
     Dingell
     Doggett
     Donnelly
     Doyle
     Duncan
     Edwards
     Ellison
     Ellsworth
     Emanuel
     Emerson
     Engel
     Eshoo
     Etheridge
     Farr
     Filner
     Fortenberry
     Frank (MA)
     Giffords
     Gilchrest
     Gillibrand
     Gillmor
     Gonzalez
     Gordon
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hall (NY)
     Hare
     Harman
     Hastings (FL)
     Heller
     Herseth Sandlin
     Hill
     Hinchey
     Hinojosa
     Hirono
     Hobson
     Hodes
     Holden
     Holt
     Honda
     Hooley
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson-Lee (TX)
     Jefferson
     Jindal
     Johnson (GA)
     Johnson (IL)
     Johnson, E. B.
     Jones (OH)
     Kagen
     Kanjorski
     Kaptur
     Keller
     Kennedy
     Kildee
     Kilpatrick
     Kind
     Kirk
     Klein (FL)
     Knollenberg
     Kucinich
     LaHood
     Langevin
     Lantos
     Larsen (WA)
     Larson (CT)
     Lee
     Lewis (GA)
     Lipinski
     LoBiondo
     Loebsack
     Lofgren, Zoe
     Lynch
     Mahoney (FL)
     Maloney (NY)
     Markey
     Marshall
     Matheson
     Matsui
     McCarthy (NY)
     McCollum (MN)
     McDermott
     McGovern
     McIntyre
     McMorris Rodgers
     McNerney
     McNulty
     Meehan
     Meeks (NY)
     Michaud
     Miller (MI)
     Miller (NC)
     Miller, George
     Mitchell
     Moore (KS)
     Moore (WI)
     Moran (KS)
     Moran (VA)
     Murphy (CT)
     Murphy, Patrick
     Murphy, Tim
     Murtha
     Myrick
     Nadler
     Napolitano
     Neal (MA)
     Oberstar
     Obey
     Olver
     Ortiz
     Pallone
     Pastor
     Payne
     Peterson (MN)
     Petri
     Pickering
     Platts
     Pomeroy
     Porter
     Price (NC)
     Pryce (OH)
     Rahall
     Ramstad
     Rangel
     Regula
     Reyes
     Rodriguez
     Rogers (KY)
     Ros-Lehtinen
     Ross
     Rothman
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Ryan (WI)
     Salazar
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Saxton
     Schakowsky
     Schiff
     Schwartz
     Scott (GA)
     Scott (VA)
     Sensenbrenner
     Serrano
     Sestak
     Shea-Porter
     Sherman
     Shimkus
     Shuler
     Shuster
     Sires
     Skelton
     Slaughter
     Smith (NJ)
     Smith (WA)
     Snyder
     Solis
     Souder
     Space
     Spratt
     Stark
     Stearns
     Stupak
     Sutton
     Tauscher
     Taylor
     Thompson (CA)
     Thompson (MS)
     Tiberi
     Tierney
     Towns
     Turner
     Udall (CO)
     Udall (NM)
     Upton
     Van Hollen
     Velazquez
     Visclosky
     Walden (OR)
     Walz (MN)
     Wasserman Schultz
     Waters
     Watson
     Watt
     Waxman
     Weiner
     Welch (VT)
     Weldon (FL)
     Weller
     Wexler
     Whitfield
     Wilson (OH)
     Wolf
     Woolsey
     Wu
     Wynn
     Yarmuth
     Young (FL)

                               NOES--134

     Aderholt
     Akin
     Bachmann
     Bachus
     Baker
     Barrett (SC)
     Barton (TX)
     Biggert
     Bilbray
     Blackburn
     Blunt
     Boehner
     Bonner
     Boustany
     Boyd (FL)
     Boyda (KS)
     Brady (TX)
     Brown (SC)
     Buchanan
     Burton (IN)
     Buyer
     Calvert
     Campbell (CA)
     Cannon
     Cardoza
     Carter
     Castle
     Coble
     Cole (OK)
     Conaway
     Crenshaw
     Cuellar
     Culberson
     Davis (KY)
     Davis, David
     Davis, Tom
     Deal (GA)
     Diaz-Balart, L.
     Diaz-Balart, M.
     Doolittle
     Drake
     Dreier
     English (PA)
     Everett
     Fallin
     Feeney
     Flake
     Forbes
     Fossella
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garrett (NJ)
     Gingrey
     Goode
     Goodlatte
     Granger
     Graves
     Hall (TX)
     Hastert
     Hastings (WA)
     Hensarling
     Herger
     Hulshof
     Inglis (SC)
     Issa
     Johnson, Sam
     Jordan
     King (IA)
     King (NY)
     Kingston
     Kline (MN)
     Kuhl (NY)
     Lamborn
     Latham
     LaTourette
     Lewis (CA)
     Lewis (KY)
     Linder
     Lucas
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     McCarthy (CA)
     McCaul (TX)
     McCotter
     McCrery
     McHenry
     McHugh
     McKeon
     Mica
     Miller (FL)
     Miller, Gary
     Musgrave
     Neugebauer
     Nunes
     Paul
     Pearce
     Pence
     Peterson (PA)
     Pitts
     Poe
     Price (GA)
     Putnam
     Radanovich
     Rehberg
     Reichert
     Renzi
     Reynolds
     Rogers (AL)
     Rogers (MI)
     Roskam
     Royce
     Sali
     Schmidt
     Sessions
     Shadegg
     Shays
     Simpson
     Smith (NE)
     Smith (TX)
     Sullivan
     Tancredo
     Tanner
     Terry
     Tiahrt
     Walberg
     Wamp
     Westmoreland
     Wilson (NM)
     Wilson (SC)
     Young (AK)

                             NOT VOTING--30

     Alexander
     Bishop (UT)
     Brady (PA)
     Cantor
     Conyers
     Cubin
     Davis, Jo Ann
     Ehlers
     Fattah
     Ferguson
     Gerlach
     Gohmert
     Hayes
     Higgins
     Hoekstra
     Hunter
     Jones (NC)
     Lampson
     Levin
     Lowey
     Meek (FL)
     Melancon
     Millender-McDonald
     Mollohan
     Pascrell
     Perlmutter
     Rohrabacher
     Thornberry
     Walsh (NY)
     Wicker

[[Page 9582]]




                Announcement by the Speaker Pro Tempore

  The SPEAKER pro tempore (during the vote). Members are reminded there 
are 2 minutes remaining in this vote.

                              {time}  1205

  So the bill was passed.
  The result of the vote was announced as above recorded.
  A motion to reconsider was laid on the table.

                          ____________________