Proxy Voting Transparency Act of 2009 - Amends the Securities Exchange Act of 1934 to require that a proxy, consent, or authorization for an annual shareholders meeting provide for a separate shareholder vote to approve the compensation of executives pursuant to compensation disclosure rules promulgated by the Securities and Exchange Commission (SEC).
Requires such SEC disclosure rules to include: (1) the compensation committee report; (2) compensation discussion and analysis; (3) the compensation tables; and (4) any related materials.
Requires the person making proxy or consent solicitation material regarding a disposition of an issuer's assets to disclose and submit for separate shareholder approval: (1) any compensation agreements made with principal executive officers of the issuer; and (2) the aggregate total of compensation that may be paid or become payable to or on behalf of such executive officer (golden parachute compensation).
States that the shareholder vote: (1) shall not be binding upon either the corporation or the board of directors; (2) shall not be construed as overruling a decision by such board; (3) shall not be construed as creating or implying any additional fiduciary duty by such board; nor (4) shall be construed to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.
Requires certain institutional investment managers to report at least annually how they voted on any shareholder vote (unless such vote is otherwise required to be reported publicly by SEC rule or regulation).
[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3351 Introduced in House (IH)]
111th CONGRESS
1st Session
H. R. 3351
To amend the Securities Exchange Act of 1934 to provide shareholders
with a non-binding vote on executive compensation.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
July 27, 2009
Ms. Kilroy introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to provide shareholders
with a non-binding vote on executive compensation.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Proxy Voting Transparency Act of
2009''.
SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION DISCLOSURES.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n)
is amended by adding at the end the following new subsection:
``(i) Annual Shareholder Approval of Executive Compensation.--
``(1) Annual vote.--Any proxy or consent or authorization
for an annual meeting of the shareholders (or a special meeting
in lieu of the annual meeting) occurring on or after the date
that is 6 months after the date on which final rules are issued
under paragraph (4), shall provide for a separate shareholder
vote to approve the compensation of executives as disclosed
pursuant to the Commission's compensation disclosure rules
(which disclosure shall include the compensation committee
report, the compensation discussion and analysis, the
compensation tables, and any related materials). The
shareholder vote shall not be binding on the corporation or the
board of directors and shall not be construed as overruling a
decision by such board, nor to create or imply any additional
fiduciary duty by such board, nor shall such vote be construed
to restrict or limit the ability of shareholders to make
proposals for inclusion in such proxy materials related to
executive compensation.
``(2) Shareholder approval of golden parachute
compensation.--
``(A) Disclosure.--In any proxy or consent
solicitation material for an annual meeting of the
shareholders (or a special meeting in lieu of the
annual meeting) occurring on or after the date that is
6 months after the date on which final rules are issued
under paragraph (4), that concerns an acquisition,
merger, consolidation, or proposed sale or other
disposition of all or substantially all the assets of
an issuer, the person making such solicitation shall
disclose in the proxy or consent solicitation material,
in a clear and simple tabular form in accordance with
regulations to be promulgated by the Commission, any
agreements or understandings that such person has with
any principal executive officers of such issuer (or of
the acquiring issuer, if such issuer is not the
acquiring issuer) concerning any type of compensation
(whether present, deferred, or contingent) that is
based on or otherwise relates to the acquisition,
merger, consolidation, sale, or other disposition of
all or substantially all of the assets of the issuer
that have not been subject to a shareholder vote under
paragraph (1), and the aggregate total of all such
compensation that may (and the conditions upon which it
may) be paid or become payable to or on behalf of such
executive officer.
``(B) Shareholder approval.--Any proxy or consent
or authorization relating to the proxy or consent
solicitation material containing the disclosure
required by subparagraph (A) shall provide for a
separate shareholder vote to approve such agreements or
understandings and compensation as disclosed. A vote by
the shareholders shall not be binding on the
corporation or the board of directors of the issuer or
the person making the solicitation and shall not be
construed as overruling a decision by such board, nor
to create or imply any additional fiduciary duty by
such board, nor shall such vote be construed to
restrict or limit the ability of shareholders to make
proposals for inclusion in such proxy materials related
to executive compensation.
``(3) Disclosure of votes.--Every institutional investment
manager subject to section 13(f) shall report at least annually
how it voted on any shareholder vote unless such vote is
otherwise required to be reported publicly by rule or
regulation of the Commission.
``(4) Rulemaking.--Not later than 6 months after the date
of enactment of the Investor Voting Fairness Act of 2009, the
Commission shall issue rules and regulations to implement this
subsection.''.
<all>
Introduced in House
Introduced in House
Sponsor introductory remarks on measure. (CR E2022)
Referred to the House Committee on Financial Services.
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