II 

118TH CONGRESS 

1ST SESSION S. 2751 

To amend the Securities Exchange Act of 1934 to require issuers to disclose 

to the Securities and Exchange Commission information regarding workforce management policies, practices, and performance, and for other 

purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 11, 2023 

Mr. WARNER (for himself and Mr. BROWN) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

issuers to disclose to the Securities and Exchange Commission information regarding workforce management 

policies, practices, and performance, 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 ‘‘Workforce Investment 

5 Disclosure Act of 2023’’. 


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1 SEC. 2. DISCLOSURES RELATING TO WORKFORCE MANAGE2 MENT. 

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 ‘‘(t) DISCLOSURES RELATING TO WORKFORCE MAN7 AGEMENT.— 

8 ‘‘(1) DEFINITION.—In this subsection, the term 

9 ‘contingent worker’ includes an individual per10 forming work on a temporary basis or as an inde11 pendent contractor. 

12 ‘‘(2) REGULATIONS.—Not later than 2 years 

13 after the date of enactment of this subsection, the 

14 Commission, in consultation with the Secretary of 

15 Labor, the Secretary of Commerce, the Secretary of 

16 the Treasury, and the Attorney General, shall pro17 mulgate regulations that require each issuer re18 quired to file an annual report under subsection (a) 

19 or section 15(d) to disclose in that report informa20 tion regarding workforce management policies, prac21 tices, and performance with respect to the issuer. 

22 ‘‘(3) RULES.—Consistent with the requirement 

23 under paragraph (4), each annual report filed with 

24 the Commission in accordance with the regulations 

25 promulgated under paragraph (2) shall include disVerDate Sep 11 2014 02:09 Sep 12, 2023 Jkt 039200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\S2751.IS S2751

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1 closure of the following with respect to the issuer fil2 ing the report for the year covered by the report: 

3 ‘‘(A) Workforce demographic information, 

4 including— 

5 ‘‘(i) the number of full-time employ6 ees, the number of part-time employees, 

7 and the number of contingent workers (in8 cluding temporary and contract workers) 

9 with respect to the issuer, which shall in10 clude demographic information with re11 spect to those categories of individuals, in12 cluding information regarding race, eth13 nicity, and gender; 

14 ‘‘(ii) any policies or practices of the 

15 issuer relating to subcontracting, outsourc16 ing, and insourcing individuals to perform 

17 work for the issuer, which shall include de18 mographic information with respect to 

19 those individuals, including information re20 garding race, ethnicity, and gender; and 

21 ‘‘(iii) whether the percentage of con22 tingent workers with respect to the issuer 

23 has changed, including temporary and con24 tract workers, as compared with the preVerDate Sep 11 2014 02:09 Sep 12, 2023 Jkt 039200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\S2751.IS S2751

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1 vious annual report filed by the issuer 

2 under this subsection. 

3 ‘‘(B) Workforce stability information, in4 cluding information about the voluntary turn5 over or retention rate, the involuntary turnover 

6 rate, the internal hiring rate, and the internal 

7 promotion rate, and the horizontal job change 

8 rate by quintile and demographic information. 

9 ‘‘(C) Workforce composition, including— 

10 ‘‘(i) data on diversity (including ra11 cial, ethnic, and gender composition) for 

12 senior executives and other individuals in 

13 the workforce; and 

14 ‘‘(ii) any policies, audits, and pro15 gramming expenditures relating to diver16 sity. 

17 ‘‘(D) Workforce skills and capabilities, in18 cluding— 

19 ‘‘(i) information about training and 

20 cross-training of employees and contingent 

21 workers by quintile and demographic infor22 mation, distinguishing between compliance 

23 training, career development training, job 

24 performance or technical training, and 


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1 training tied to recognized postsecondary 

2 credentials; 

3 ‘‘(ii) average number of hours of 

4 training for each employee and contingent 

5 worker; 

6 ‘‘(iii) total spending on training for all 

7 employees and contingent workers; 

8 ‘‘(iv) average spending per employee 

9 or contingent worker; 

10 ‘‘(v) training utilization rates; and 

11 ‘‘(vi) whether completion of training 

12 opportunities translates into value added 

13 benefit for workers, as determined by wage 

14 increases or internal promotions. 

15 ‘‘(E) Workforce health, safety, and well16 being, including information regarding— 

17 ‘‘(i) the frequency, severity, and lost 

18 time due to injuries, physical and mental 

19 illness, and fatalities; 

20 ‘‘(ii) the scope, frequency, and total 

21 expenditure on workplace health, safety, 

22 and well-being programs; 

23 ‘‘(iii) the total dollar value of assessed 

24 fines under the Occupational Safety and 


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1 Health Act of 1970 (29 U.S.C. 651 et 

2 seq.); 

3 ‘‘(iv) the total number of actions 

4 brought under section 13 of the Occupa5 tional Safety and Health Act of 1970 (29 

6 U.S.C. 662) to prevent imminent dangers; 

7 ‘‘(v) the total number of actions 

8 brought against the issuer under section 

9 11(c) of the Occupational Safety and 

10 Health Act of 1970 (29 U.S.C. 660(c)); 

11 ‘‘(vi) any findings of workplace har12 assment or workplace discrimination dur13 ing the 5 fiscal year period of the issuer 

14 preceding the fiscal year in which the re15 port is filed; and 

16 ‘‘(vii) communication channels and 

17 grievance mechanisms in place for employ18 ees and contingent workers. 

19 ‘‘(F) Workforce compensation and incen20 tives, including information regarding— 

21 ‘‘(i) total workforce costs, including 

22 salaries and wages, health benefits, other 

23 ancillary benefit costs, and pension costs; 

24 ‘‘(ii) workforce benefits, including 

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1 tirement, including information regarding 

2 benefits that are provided— 

3 ‘‘(I) to full-time employees and 

4 not to part-time employees; or 

5 ‘‘(II) to employees and not to 

6 contingent workers; 

7 ‘‘(iii) total contributions made to un8 employment insurance by the issuer, how 

9 many employees to whom those contribu10 tions apply, and the total amount paid in 

11 unemployment compensation to individuals 

12 who were laid off by the issuer; 

13 ‘‘(iv) policies and practices regarding 

14 how performance, productivity, equity, and 

15 sustainability are considered when setting 

16 pay and making promotion decisions; and 

17 ‘‘(v) policies and practices relating to 

18 any incentives and bonuses provided to em19 ployees and any policies or practices de20 signed to counter any risks created by such 

21 incentives and bonuses. 

22 ‘‘(G) Workforce recruiting and needs, in23 cluding— 

24 ‘‘(i) the number of new jobs created, 

25 seeking to be filled, and filled, 


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1 disaggregated based on classification sta2 tus; 

3 ‘‘(ii) the share of new jobs that re4 quire a bachelor’s degree or higher; 

5 ‘‘(iii) information regarding the qual6 ity of hire for jobs described in clause (i); 

7 and 

8 ‘‘(iv) the retention rate for individuals 

9 hired to fill the jobs described in clause (i). 

10 ‘‘(H) Workforce engagement and produc11 tivity, including information regarding policies 

12 and practices of the issuer relating to— 

13 ‘‘(i) engagement, productivity, and 

14 mental well-being of employees and contin15 gent workers, as determined in consulta16 tion with the Department of Labor; and 

17 ‘‘(ii) freedom of association and work18 life balance initiatives, including flexibility 

19 and the ability of the workforce to work re20 motely, as determined in consultation with 

21 the Department of Labor. 

22 ‘‘(4) DISAGGREGATION OF INFORMATION.—To 

23 the maximum extent feasible, the information de24 scribed in paragraph (3) shall be disaggregated by— 


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1 ‘‘(A) the workforce composition described 

2 in subparagraph (C) of that paragraph; 

3 ‘‘(B) wage quintiles of the employees of the 

4 issuer for the year covered by the applicable an5 nual report; and 

6 ‘‘(C) the employment status of individuals 

7 performing services for the issuer, including 

8 whether those individuals are full-time employ9 ees, part-time employees, or contingent workers. 

10 ‘‘(5) TREATMENT OF EMERGING GROWTH COM11 PANIES.—The Commission may exempt emerging 

12 growth companies from any disclosure required 

13 under subparagraph (D), (E), (F), (G), or (H) of 

14 paragraph (3) if the Commission determines that 

15 such an exemption is necessary or appropriate in the 

16 public interest. 

17 ‘‘(6) FALSE OR MISLEADING STATEMENTS.— 

18 ‘‘(A) IN GENERAL.—Except as provided in 

19 subparagraph (B), it shall be unlawful for any 

20 person, in any report or document filed under 

21 this subsection, to make or cause to be made 

22 any untrue statement of a material fact or omit 

23 to state a material fact required to be stated in 

24 the report or document or necessary to make 

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1 cumstances under which it is made, not mis2 leading. 

3 ‘‘(B) EXCEPTION.—A person shall not be 

4 liable under subparagraph (A) if the person 

5 shows that the person had, after reasonable in6 vestigation, reasonable ground to believe, and 

7 did believe, at the time the applicable statement 

8 was made, that the statement was true and that 

9 there was no omission to state a material fact 

10 necessary to make the statement made, in the 

11 light of the circumstances under which it is 

12 made, not misleading. 

13 ‘‘(C) NO PRIVATE RIGHT OF ACTION.— 

14 Nothing in this paragraph may be construed as 

15 creating a private right of action. 

16 ‘‘(7) EXEMPTION.—This subsection shall not 

17 apply to an investment company registered under 

18 section 8 of the Investment Company Act of 1940 

19 (15 U.S.C. 80a–8).’’. 

20 SEC. 3. BACKSTOP. 

21 (a) DEFINITIONS.—In this section— 

22 (1) the term ‘‘Commission’’ means the Securi23 ties and Exchange Commission; 

24 (2) the term ‘‘covered issuer’’ means an issuer 

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1 tion 13(a) or section 15(d) of the Securities Ex2 change Act of 1934 (15 U.S.C. 78m(a), 78o(d)); and 

3 (3) the term ‘‘issuer’’ has the meaning given 

4 the term in section 3(a) of the Securities Exchange 

5 Act of 1934 (15 U.S.C. 78c(a)). 

6 (b) COMPLIANCE.—If, as of the date that is 2 years 

7 after the date of enactment of this Act, the Commission 

8 has not promulgated the regulations required under sub9 section (t) of section 13 of the Securities Exchange Act 

10 of 1934 (15 U.S.C. 78m), as added by section 2 of this 

11 Act, a covered issuer, during the period beginning on that 

12 date and ending on the date on which the Commission pro13 mulgates those regulations, shall be deemed to be in com14 pliance with such subsection (t) if disclosures set forth in 

15 the annual report of the covered issuer satisfy the public 

16 disclosure standards of the International Organization for 

17 Standardization’s ISO 30414, or any successor standards 

18 for external workforce reporting, as supplemented or ad19 justed by rules, guidance, or other comments from the 

20 Commission. 

21 SEC. 4. SEC STUDY. 

22 (a) DEFINITIONS.—In this section, the terms ‘‘Com23 mission’’ and ‘‘issuer’’ have the meanings given those 

24 terms in section 3(a). 


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1 (b) STUDY.—The Commission shall conduct a study 

2 about the value to investors of— 

3 (1) information about the human rights com4 mitments of issuers required to file annual reports 

5 under section 13(a) of the Securities Exchange Act 

6 of 1934 (15 U.S.C. 78m(a)), including information 

7 about any principles used to evaluate risk, constitu8 ency consultation processes, and supplier due dili9 gence; and 

10 (2) with respect to issuers required to file an11 nual reports under section 13(a) of the Securities 

12 Exchange Act of 1934 (15 U.S.C. 78m(a)), informa13 tion about— 

14 (A) violations of the Fair Labor Standards 

15 Act of 1938 (29 U.S.C. 201 et seq.) by those 

16 issuers; 

17 (B) violations of worker misclassification 

18 by those issuers; 

19 (C) surveys regarding employee satisfac20 tion, well-being, and engagement; 

21 (D) the number and overall percentage of 

22 quality jobs, as determined by compensation 

23 above median wage and comprehensive em24 ployer-provided benefits; and 


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1 (E) information about workforce invest2 ment trends, as determined by at least a 3-year 

3 time period. 

4 (c) REPORT.—Not later than 1 year after the date 

5 of enactment of this Act, the Commission shall submit to 

6 Congress a report that contains the results of the study 

7 required to be conducted under subsection (b), with rec8 ommendations for additional disclosure regulations based 

9 on the findings, and any actions the Commission plans to 

10 take to enhance disclosures based on the findings. 

Æ 


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