I 

116TH CONGRESS 

1ST SESSION H. R. 3279 

To require the Securities and Exchange Commission to establish a Diversity 

Advisory Group to study and make recommendations on strategies to 

increase gender, racial, and ethnic diversity among the members of the 

board of directors of issuers, to amend the Securities Exchange Act 

of 1934 to require issuers to make disclosures to shareholders with 

respect to gender, racial, and ethnic diversity, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JUNE 13, 2019 

Mrs. CAROLYN B. MALONEY of New York introduced the following bill; which 

was referred to the Committee on Financial Services 

A BILL 

To require the Securities and Exchange Commission to establish a Diversity Advisory Group to study and make recommendations on strategies to increase gender, racial, 

and ethnic diversity among the members of the board 

of directors of issuers, to amend the Securities Exchange 

Act of 1934 to require issuers to make disclosures to 

shareholders with respect to gender, racial, and ethnic 

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, 


kjohnson on DSK79L0C42 with BILLS
2 

•HR 3279 IH

1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Diversity in Corporate 

3 Leadership Act of 2019’’. 

4 SEC. 2. DIVERSITY STUDY AND DISCLOSURES. 

5 (a) DIVERSITY ADVISORY GROUP.— 

6 (1) ESTABLISHMENT.—The Securities and Ex7 change Commission shall establish a Diversity Advi8 sory Group (the ‘‘Advisory Group’’), which shall be 

9 composed of representatives from the Government, 

10 academia, and the private sector. 

11 (2) STUDY AND RECOMMENDATIONS.—The Ad12 visory Group shall— 

13 (A) carry out a study on strategies to in14 crease gender, racial, and ethnic diversity 

15 among the members of the board of directors of 

16 issuers; and 

17 (B) not later than 9 months after the es18 tablishment of the Advisory Group, issue a re19 port to the Commission, the Committee on Fi20 nancial Services of the House of Representa21 tives, and the Committee on Banking, Housing, 

22 and Urban Affairs of the Senate containing the 

23 findings and determinations made in carrying 

24 out such study, along with recommendations to 

25 increase gender, racial, and ethnic diversity 


kjohnson on DSK79L0C42 with BILLS
3 

•HR 3279 IH

1 among the members of the board of directors of 

2 issuers. 

3 (3) ANNUAL REPORT.—Not later than 1 year 

4 following the issuance of the report under paragraph 

5 (2)(B), and annually thereafter, the Commission 

6 shall issue a report to the Committee on Financial 

7 Services of the House of Representatives and the 

8 Committee on Banking, Housing, and Urban Affairs 

9 of the Senate on the status of gender, racial, and 

10 ethnic diversity among the members of the board of 

11 directors of issuers. 

12 (4) PUBLIC AVAILABILITY OF REPORTS.—The 

13 Commission shall make all reports of the Advisory 

14 Group available to issuers and the public, including 

15 on the website of the Commission. 

16 (b) DISCLOSURES.—The Securities Exchange Act of 

17 1934 (15 U.S.C. 78a et seq.) is amended by inserting after 

18 section 14B the following: 

19 ‘‘SEC. 14C. DIVERSITY DISCLOSURES. 

20 ‘‘The Commission shall, by rule, require each issuer 

21 to disclose, in any proxy or consent solicitation material 

22 for an annual meeting of the shareholders of the issuer, 

23 the gender, racial, and ethnic composition of the issuer’s 


kjohnson on DSK79L0C42 with BILLS
4 

•HR 3279 IH

1 board of directors and nominees for the board of direc2 tors.’’. 

Æ 


kjohnson on DSK79L0C42 with BILLS