I 

116TH CONGRESS 

1ST SESSION H. R. 1018 

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 

FEBRUARY 6, 2019 

Mr. MEEKS (for himself and Ms. ADAMS) 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’’. 

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

7 ISSUERS. 

8 Section 13 of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78m) is amended by adding at the end the 

10 following: 


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1 ‘‘(s) SUBMISSION OF DATA RELATING TO DIVER2 SITY.— 

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

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

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

6 title 17, Code of Federal Regulations, as in ef7 fect on the date of enactment of this subsection; 

8 and 

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

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

11 States Code. 

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

13 issuer required to file an annual report under sub14 section (a) shall disclose in any proxy statement and 

15 any information statement relating to the election of 

16 directors filed with the Commission the following: 

17 ‘‘(A) Data, based on voluntary self-identi18 fication, on the racial, ethnic, and gender com19 position of— 

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

21 issuer; 

22 ‘‘(ii) nominees for the board of direc23 tors of the issuer; and 

24 ‘‘(iii) the executive officers of the 

25 issuer. 


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

2 board of directors of the issuer, any nominee 

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

4 executive officer of the issuer, based on vol5 untary self-identification, as a veteran. 

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

7 issuer, or any committee of that board of direc8 tors, has, as of the date on which the issuer 

9 makes a disclosure under this paragraph, 

10 adopted any policy, plan, or strategy to promote 

11 racial, ethnic, and gender diversity among— 

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

13 issuer; 

14 ‘‘(ii) nominees for the board of direc15 tors of the issuer; or 

16 ‘‘(iii) the executive officers of the 

17 issuer. 

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

19 year period in which an issuer required to file an an20 nual report under subsection (a) does not file with 

21 the Commission a proxy statement relating to the 

22 election of directors or an information statement, the 

23 issuer shall disclose the information required under 

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


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1 that the issuer submits to the Commission after the 

2 end of that 1-year period. 

3 ‘‘(4) BEST PRACTICES.— 

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

5 Office of Minority and Women Inclusion of the 

6 Commission shall, not later than the end of the 

7 3-year period beginning on the date of the en8 actment of this subsection and every three 

9 years thereafter, and in consultation with the 

10 advisory council established pursuant to sub11 paragraph (C), publish best practices for com12 pliance with this subsection. 

13 ‘‘(B) COMMENTS.—The Director of the Of14 fice of Minority and Women Inclusion of the 

15 Commission may, pursuant to subchapter II of 

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

17 public comments related to the best practices 

18 published under subparagraph (A). 

19 ‘‘(C) ADVISORY COMMITTEE.—The Direc20 tor of the Office of Minority and Women Inclu21 sion of the Commission shall, pursuant to the 

22 Federal Advisory Committee Act, establish an 

23 advisory council, that includes issuers and inVerDate Sep 11 2014 04:33 Feb 16, 2019 Jkt 089200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H1018.IH H1018

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1 vestors, to advise on the best practices pub2 lished under subparagraph (A).’’. 

Æ 


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