A bill to amend section 14 of the Securities Exchange Act of 1934.

Amends the Securities Exchange Act of 1934 to prohibit an issuer of securities from entering into or amending an agreement in order to provide other than a routine increase in the current or future compensation of any officer or director during a tender offer for such securities, unless such increase has been approved by a majority of the aggregate voting securities of the issuer. Provides that any increase exceeding 50 percent of an officer's or director's compensation during the preceding year shall be deemed not to be routine. Authorizes the Securities and Exchange Commission to provide exemptions from such prohibition.

Prohibits an issuer from purchasing any of its securities at a price above the market price from any person who holds more than three percent of the class of the securities to be purchased and who has held such securities for less than two years, unless: (1) such purchase has been approved by a majority of the aggregate voting securities of the issuer; or (2) the issuer makes an offer of equal value to all holders of securities of the same class.