I 

116TH CONGRESS 

1ST SESSION H. R. 5084 

To amend the Securities Exchange Act of 1934 to require the submission 

by issuers of data relating to diversity and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

NOVEMBER 14, 2019 

Mr. MEEKS (for himself and Mrs. CAROLYN B. MALONEY of New York) 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 submission by issuers of data relating to diversity 

and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Improving Corporate 

5 Governance Through Diversity Act of 2019’’. 


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1 SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY 

2 ISSUERS. 

3 Section 13 of the Securities Exchange Act of 1934 

4 (15 U.S.C. 78m) is amended by adding at the end the 

5 following: 

6 ‘‘(s) SUBMISSION OF DATA RELATING TO DIVER7 SITY.— 

8 ‘‘(1) DEFINITIONS.—In this subsection— 

9 ‘‘(A) the term ‘executive officer’ has the 

10 meaning given the term in section 230.501(f) of 

11 title 17, Code of Federal Regulations, as in ef12 fect on the date of enactment of this subsection; 

13 and 

14 ‘‘(B) the term ‘veteran’ has the meaning 

15 given the term in section 101 of title 38, United 

16 States Code. 

17 ‘‘(2) SUBMISSION OF DISCLOSURE.—Each 

18 issuer required to file an annual report under sub19 section (a) shall disclose in any proxy statement and 

20 any information statement relating to the election of 

21 directors filed with the Commission the following: 

22 ‘‘(A) Data, based on voluntary self-identi23 fication, on the racial, ethnic, and gender com24 position of— 

25 ‘‘(i) the board of directors of the 

26 issuer; 


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1 ‘‘(ii) nominees for the board of direc2 tors of the issuer; and 

3 ‘‘(iii) the executive officers of the 

4 issuer. 

5 ‘‘(B) The status of any member of the 

6 board of directors of the issuer, any nominee 

7 for the board of directors of the issuer, or any 

8 executive officer of the issuer, based on vol9 untary self-identification, as a veteran. 

10 ‘‘(C) Whether the board of directors of the 

11 issuer, or any committee of that board of direc12 tors, has, as of the date on which the issuer 

13 makes a disclosure under this paragraph, 

14 adopted any policy, plan, or strategy to promote 

15 racial, ethnic, and gender diversity among— 

16 ‘‘(i) the board of directors of the 

17 issuer; 

18 ‘‘(ii) nominees for the board of direc19 tors of the issuer; or 

20 ‘‘(iii) the executive officers of the 

21 issuer. 

22 ‘‘(3) ALTERNATIVE SUBMISSION.—In any 1- 

23 year period in which an issuer required to file an an24 nual report under subsection (a) does not file with 

25 the Commission a proxy statement relating to the 


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1 election of directors or an information statement, the 

2 issuer shall disclose the information required under 

3 paragraph (2) in the first annual report of issuer 

4 that the issuer submits to the Commission after the 

5 end of that 1-year period. 

6 ‘‘(4) ANNUAL REPORT.—Not later than 18 

7 months after the date of the enactment of this sub8 section, and annually thereafter, the Commission 

9 shall submit to the Committee on Financial Services 

10 of the House of Representatives and to the Com11 mittee on Banking, Housing, and Urban Affairs of 

12 the Senate and publish on the website of the Com13 mission a report that analyzes the information dis14 closed pursuant to paragraphs (1), (2), and (3) and 

15 identifies any trends in such information. 

16 ‘‘(5) BEST PRACTICES.— 

17 ‘‘(A) IN GENERAL.—The Director of the 

18 Office of Minority and Women Inclusion of the 

19 Commission shall, not later than the end of the 

20 3-year period beginning on the date of the en21 actment of this subsection and every three 

22 years thereafter, publish best practices for com23 pliance with this subsection. 

24 ‘‘(B) COMMENTS.—The Director of the Of25 fice of Minority and Women Inclusion of the 


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1 Commission may, pursuant to subchapter II of 

2 chapter 5 of title 5, United States Code, solicit 

3 public comments related to the best practices 

4 published under subparagraph (A).’’. 

5 SEC. 3. DIVERSITY ADVISORY GROUP. 

6 (a) ESTABLISHMENT.—The Securities and Exchange 

7 Commission shall establish a Diversity Advisory Group 

8 (the ‘‘Advisory Group’’), which shall be composed of rep9 resentatives from the government, academia, and the pri10 vate sector. 

11 (b) STUDY AND RECOMMENDATIONS.—The Advisory 

12 Group shall— 

13 (1) carry out a study that identifies strategies 

14 that can be used to increase gender, racial, and eth15 nic diversity among members of boards of directors 

16 of issuers; and 

17 (2) not later than 9 months after the establish18 ment of the Advisory Group, submit a report to the 

19 Commission, the Committee on Financial Services of 

20 the House of Representatives, and the Committee on 

21 Banking, Housing, and Urban Affairs of the Senate 

22 that— 

23 (A) describes any findings from the study 

24 conducted pursuant to paragraph (1); and 


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1 (B) makes recommendations of strategies 

2 that issuers could use to increase gender, racial, 

3 and ethnic diversity among board members. 

4 (c) ANNUAL REPORT.—Not later than 1 year fol5 lowing the submission of a report pursuant to subsection 

6 (b), and annually thereafter, the Commission shall submit 

7 a report to the Committee on Financial Services of the 

8 House of Representatives and the Committee on Banking, 

9 Housing, and Urban Affairs of the Senate that describes 

10 the status of gender, racial, and ethnic diversity among 

11 members of the board of directors of issuers. 

12 (d) PUBLIC AVAILABILITY OF REPORTS.—The Com13 mission shall make all reports of the Advisory Group avail14 able to issuers and the public, including on the website 

15 of the Commission. 

16 (e) DEFINITIONS.—For the purposes of this section: 

17 (1) ISSUER.—The term ‘‘issuer’’ has the mean18 ing given the term in section 3 of the Securities Ex19 change Act of 1934. 

20 (2) COMMISSION.—The term ‘‘Commission’’ 

21 means the Securities and Exchange Commission. 

Æ 


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