I 

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. 

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

3 SECTION 1. PROXY VOTES RELATING TO EXECUTIVE AND 

4 DIRECTOR COMPENSATION BY CERTAIN BEN5 EFICIAL OWNERS. 

6 (a) IN GENERAL.—Section 13 of the Securities Ex7 change Act of 1943 (15 U.S.C. 78m) is amended— 

8 (1) in subsection (d)(1)— 


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1 (A) by redesignating subparagraphs (C), 

2 (D), and (E) as subparagraphs (D), (E), and 

3 (F), respectively; and 

4 (B) by inserting after subparagraph (B) 

5 the following: 

6 ‘‘(C)(i) information relating to how the votes 

7 for such shares were cast on any proxy or consent 

8 or authorization in respect of any such security re9 lating to executive and director compensation pro10 posals by the issuer of the security or by a share11 holder, including a description of the matter voted 

12 on; and 

13 ‘‘(ii) a description of any relationship between 

14 the person filing the statement and the issuer of the 

15 security and any affiliate thereof, or between the 

16 person filing the statement and any other person re17 quired to file a statement under this subsection or 

18 under subsection (g)(1) with respect to any securi19 ties of such issuer;’’; and 

20 (2) in subsection (g)(1)— 

21 (A) in subparagraph (A), by striking ‘‘; 

22 and’’ and inserting a semicolon; 

23 (B) in subparagraph (B), by striking the 

24 period and inserting ‘‘; and’’; and 


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1 (C) by inserting after subparagraph (B) 

2 the following: 

3 ‘‘(C)(i) information relating to how the votes 

4 for such shares were cast on any proxy or consent 

5 or authorization in respect of any such security re6 lating to executive and director compensation pro7 posals by the issuer of the security or by a share8 holder, including a description of the matter voted 

9 on; and 

10 ‘‘(ii) a description of any relationship between 

11 the person filing the statement and the issuer of the 

12 security and any affiliate thereof, or between the 

13 person filing the statement and any other person re14 quired to file a statement under this subsection or 

15 under subsection (d)(1) with respect to any securi16 ties of such issuer.’’. 

17 (b) REGULATIONS.—Not later than 180 days after 

18 the date of enactment of this Act, the Securities and Ex19 changes Commission shall issue regulations to implement 

20 the amendment made by this Act, and shall include in 

21 such regulations a requirement that the information re22 quired to be provided under subsections (d)(1)(C) and 

23 (g)(1)(C) of section 13 of the Securities Exchange Act of 

24 1943 (15 U.S.C. 78m), as amended by this Act, shall be 


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1 updated annually under subsections (d)(2) and (g)(2) of 

2 such section. 

Æ 


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