To amend the Securities Exchange Act of 1934 to require the disclosure of proxy votes relating to executive and director compensation by beneficial owners of more than 5 percent of a company's shares.

Amends the Securities Exchange Act of 1943 to require certain persons acquiring more than 5% of certain classes of securities to report to the security issuer and to the exchange where the security is traded: (1) how the votes for such shares were cast on any proxy or consent or authorization in respect of any such security relating to executive and director compensation proposals, including a description of the matter voted on; and (2) a description of any relationship between the person filing the statement and the security issuer, or between the person filing the statement and any other person required to file a statement regarding such securities.

Directs the Securities and Exchanges Commission (SEC) to promulgate a requirement that such information be updated annually.

[Congressional Bills 110th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2595 Introduced in House (IH)]







110th CONGRESS
  1st Session
                                H. R. 2595

To amend the Securities Exchange Act of 1934 to require the disclosure 
   of proxy votes relating to executive and director compensation by 
    beneficial owners of more than 5 percent of a company's shares.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                              June 6, 2007

  Mr. Mahoney of Florida (for himself and Mr. Castle) introduced the 
   following bill; which was referred to the Committee on Financial 
                                Services

_______________________________________________________________________

                                 A BILL


 
To amend the Securities Exchange Act of 1934 to require the disclosure 
   of proxy votes relating to executive and director compensation by 
    beneficial owners of more than 5 percent of a company's shares.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. PROXY VOTES RELATING TO EXECUTIVE AND DIRECTOR COMPENSATION 
              BY CERTAIN BENEFICIAL OWNERS.

    (a) In General.--Section 13 of the Securities Exchange Act of 1943 
(15 U.S.C. 78m) is amended--
            (1) in subsection (d)(1)--
                    (A) by redesignating subparagraphs (C), (D), and 
                (E) as subparagraphs (D), (E), and (F), respectively; 
                and
                    (B) by inserting after subparagraph (B) the 
                following:
            ``(C)(i) information relating to how the votes for such 
        shares were cast on any proxy or consent or authorization in 
        respect of any such security relating to executive and director 
        compensation proposals by the issuer of the security or by a 
        shareholder, including a description of the matter voted on; 
        and
            ``(ii) a description of any relationship between the person 
        filing the statement and the issuer of the security and any 
        affiliate thereof, or between the person filing the statement 
        and any other person required to file a statement under this 
        subsection or under subsection (g)(1) with respect to any 
        securities of such issuer;''; and
            (2) in subsection (g)(1)--
                    (A) in subparagraph (A), by striking ``; and'' and 
                inserting a semicolon;
                    (B) in subparagraph (B), by striking the period and 
                inserting ``; and''; and
                    (C) by inserting after subparagraph (B) the 
                following:
            ``(C)(i) information relating to how the votes for such 
        shares were cast on any proxy or consent or authorization in 
        respect of any such security relating to executive and director 
        compensation proposals by the issuer of the security or by a 
        shareholder, including a description of the matter voted on; 
        and
            ``(ii) a description of any relationship between the person 
        filing the statement and the issuer of the security and any 
        affiliate thereof, or between the person filing the statement 
        and any other person required to file a statement under this 
        subsection or under subsection (d)(1) with respect to any 
        securities of such issuer.''.
    (b) Regulations.--Not later than 180 days after the date of 
enactment of this Act, the Securities and Exchanges Commission shall 
issue regulations to implement the amendment made by this Act, and 
shall include in such regulations a requirement that the information 
required to be provided under subsections (d)(1)(C) and (g)(1)(C) of 
section 13 of the Securities Exchange Act of 1943 (15 U.S.C. 78m), as 
amended by this Act, shall be updated annually under subsections (d)(2) 
and (g)(2) of such section.
                                 <all>