IB 

Union Calendar No. 164 

117TH CONGRESS 

2D SESSION H. R. 1277 

[Report No. 117–230] 

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 24, 2021 

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 

JANUARY 20, 2022 

Additional sponsors: Ms. ADAMS, Mr. CASTRO of Texas, Mr. GOTTHEIMER, 

Mrs. LEE of Nevada, Mrs. MCBATH, Ms. WILLIAMS of Georgia, Ms. 

HOULAHAN, Mr. SHERMAN, Mr. HUFFMAN, Mr. DELGADO, and Ms. 

SHERRILL

JANUARY 20, 2022 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on February 24, 2021] 


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•HR 1277 RH

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. 


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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 2021’’. 

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

7 ISSUERS. 

8 Section 13 of the Securities Exchange Act of 1934 (15 

9 U.S.C. 78m) is amended by adding at the end the following: 

10 ‘‘(s) SUBMISSION OF DATA RELATING TO DIVER11 SITY.— 

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

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

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

15 title 17, Code of Federal Regulations, as in effect 

16 on the date of enactment of this subsection; and 

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

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

19 States Code. 

20 ‘‘(2) SUBMISSION OF DISCLOSURE.—Each issuer 

21 required to file an annual report under subsection (a) 

22 shall disclose in any proxy statement and any infor23 mation statement relating to the election of directors 

24 filed with the Commission the following: 


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1 ‘‘(A) Data, based on voluntary self-identi2 fication, on the racial, ethnic, and gender com3 position of— 

4 ‘‘(i) the board of directors of the issuer; 

5 ‘‘(ii) nominees for the board of direc6 tors of the issuer; and 

7 ‘‘(iii) the executive officers of the 

8 issuer. 

9 ‘‘(B) The status of any member of the board 

10 of directors of the issuer, any nominee for the 

11 board of directors of the issuer, or any executive 

12 officer of the issuer, based on voluntary self-iden13 tification, as a veteran. 

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

15 issuer, or any committee of that board of direc16 tors, has, as of the date on which the issuer 

17 makes a disclosure under this paragraph, adopt18 ed any policy, plan, or strategy to promote ra19 cial, ethnic, and gender diversity among— 

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

21 ‘‘(ii) nominees for the board of direc22 tors of the issuer; or 

23 ‘‘(iii) the executive officers of the 

24 issuer. 


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

2 period in which an issuer required to file an annual 

3 report under subsection (a) does not file with the 

4 Commission a proxy statement or an information 

5 statement relating to the election of directors, the 

6 issuer shall disclose the information required under 

7 paragraph (2) in the first annual report of issuer that 

8 the issuer submits to the Commission after the end of 

9 that 1-year period. 

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

11 months after the date of enactment of this subsection, 

12 and annually thereafter, the Commission shall submit 

13 to the Committee on Financial Services of the House 

14 of Representatives and the Committee on Banking, 

15 Housing, and Urban Affairs of the Senate, and pub16 lish on the website of the Commission, a report that 

17 analyzes the information disclosed under paragraphs 

18 (2) and (3) and identifies any trends with respect to 

19 such information. 

20 ‘‘(5) BEST PRACTICES.— 

21 ‘‘(A) IN GENERAL.—The Director of the Of22 fice of Minority and Women Inclusion of the 

23 Commission shall, not later than 3 years after 

24 the date of enactment of this subsection, and 


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1 every 3 years thereafter, publish best practices 

2 for compliance with this subsection. 

3 ‘‘(B) COMMENTS.—The Director of the Of4 fice of Minority and Women Inclusion of the 

5 Commission may, pursuant to subchapter II of 

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

7 public comments related to the best practices 

8 published under subparagraph (A).’’. 

9 SEC. 3. DIVERSITY ADVISORY GROUP. 

10 (a) DEFINITIONS.—For the purposes of this section: 

11 (1) ADVISORY GROUP.—The term ‘‘Advisory 

12 Group’’ means the Diversity Advisory Group estab13 lished under subsection (b). 

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

15 means the Securities and Exchange Commission. 

16 (3) ISSUER.—The term ‘‘issuer’’ has the meaning 

17 given the term in section 3(a) of the Securities Ex18 change Act of 1934 (15 U.S.C. 78c(a)). 

19 (b) ESTABLISHMENT.—The Commission shall establish 

20 a Diversity Advisory Group, which shall be composed of 

21 representatives from— 

22 (1) the Federal Government and State and local 

23 governments; 

24 (2) academia; and 

25 (3) the private sector. 


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1 (c) STUDY AND RECOMMENDATIONS.—The Advisory 

2 Group shall— 

3 (1) carry out a study that identifies strategies 

4 that can be used to increase gender, racial, and ethnic 

5 diversity among members of boards of directors of 

6 issuers; and 

7 (2) not later than 270 days after the date on 

8 which the Advisory Group is established, submit to 

9 the Commission, the Committee on Financial Services 

10 of the House of Representatives, and the Committee 

11 on Banking, Housing, and Urban Affairs of the Sen12 ate a report that— 

13 (A) describes any findings from the study 

14 conducted under paragraph (1); and 

15 (B) makes recommendations regarding 

16 strategies that issuers could use to increase gen17 der, racial, and ethnic diversity among board 

18 members. 

19 (d) ANNUAL REPORT.—Not later than 1 year after the 

20 date on which the Advisory Group submits the report re21 quired under subsection (c)(2), and annually thereafter, the 

22 Commission shall submit to the Committee on Financial 

23 Services of the House of Representatives and the Committee 

24 on Banking, Housing, and Urban Affairs of the Senate a 

25 report that describes the status of gender, racial, and ethnic 


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1 diversity among members of the boards of directors of 

2 issuers. 

3 (e) PUBLIC AVAILABILITY OF REPORTS.—The Com4 mission shall make all reports of the Advisory Group avail5 able to issuers and the public, including on the website of 

6 the Commission. 

7 (f) INAPPLICABILITY OF FEDERAL ADVISORY COM8 MITTEE ACT.—The Federal Advisory Committee Act (5 

9 U.S.C. App.) shall not apply with respect to the Advisory 

10 Group or the activities of the Advisory Group. 


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Union Calendar No. 164 

117TH CONGRESS 

2D SESSION H. R. 1277 

[Report No. 117–230] 

A BILL 

To amend the Securities Exchange Act of 1934 to 

to diversity, and for other purposes. require the submission by issuers of data relating 

JANUARY 20, 2022 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


kjohnson on DSK79L0C42PROD with BILLS