II 

118TH CONGRESS 

1ST SESSION S. 1393 

To amend the Securities Exchange Act of 1934 to require disclosure of 

payments for settlements of disputes regarding sexual abuse and certain 

types of harassment and discrimination, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MAY 1, 2023 

Ms. WARREN (for herself, Ms. ROSEN, Mr. MARKEY, Mrs. FEINSTEIN, Mr. 

MERKLEY, Mr. SANDERS, Mr. DURBIN, and Mr. BLUMENTHAL) 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 

disclosure of payments for settlements of disputes regarding sexual abuse and certain types of harassment 

and discrimination, 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 ‘‘Sunlight in Workplace 

5 Harassment Act’’. 


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1 SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF 

2 DISPUTES REGARDING SEXUAL ABUSE AND 

3 CERTAIN TYPES OF HARASSMENT AND DIS4 CRIMINATION. 

5 Section 13 of the Securities Exchange Act of 1934 

6 (15 U.S.C. 78m) is amended by adding at the end the 

7 following: 

8 ‘‘(t) DISCLOSURE OF CERTAIN ACTIVITIES REGARD9 ING SETTLEMENTS OF DISPUTES RELATING TO SEXUAL

10 ABUSE AND CERTAIN TYPES OF HARASSMENT OR DIS11 CRIMINATION.— 

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

13 ‘‘(A) the term ‘covered discrimination’ 

14 means— 

15 ‘‘(i) discrimination described in any of 

16 clauses (i) through (vi) of subparagraph 

17 (B); or 

18 ‘‘(ii)(I) a violation of section 704(a) of 

19 the Civil Rights Act of 1964 (42 U.S.C. 

20 2000e–3(a)) that is related to discrimina21 tion described in subparagraph (B)(i) or 

22 (B)(vi)(I); 

23 ‘‘(II) a violation of section 4(d) of the 

24 Age Discrimination in Employment Act of 

25 1967 (29 U.S.C. 623(d)) that is related to 


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1 discrimination described in subparagraph 

2 (B)(ii); 

3 ‘‘(III) a violation of subsection (a) or 

4 (b) of section 503 of the Americans with 

5 Disabilities Act of 1990 (42 U.S.C. 12203) 

6 that is related to discrimination described 

7 in subparagraph (B)(iii); 

8 ‘‘(IV) a violation of section 207(f) of 

9 the Genetic Information Nondiscrimination 

10 Act of 2008 (42 U.S.C. 2000ff–6(f)) that 

11 is related to discrimination described in 

12 subparagraph (B)(iv); 

13 ‘‘(V) a violation of section 4311(b) of 

14 title 38, United States Code, that is re15 lated to discrimination described in sub16 paragraph (B)(v); and 

17 ‘‘(VI) a violation of section 

18 40002(b)(13)(A) of the Violence Against 

19 Women Act of 1994 (34 U.S.C. 

20 12291(b)(13)(A)) that— 

21 ‘‘(aa) may cover retaliation de22 scribed in a provision specified in any 

23 of subclauses (I) through (V); and 

24 ‘‘(bb) is related to discrimination 

25 described in subparagraph (B)(vi)(II); 


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1 ‘‘(B) the term ‘covered harassment’ means 

2 harassment that is— 

3 ‘‘(i) discrimination because of a char4 acteristic consisting of race, color, religion, 

5 sex, sexual orientation, gender identity, or 

6 national origin, whether the characteristic 

7 is actual or perceived, under title VII of 

8 the Civil Rights Act of 1964 (42 U.S.C. 

9 2000e et seq.); 

10 ‘‘(ii) discrimination because of actual 

11 or perceived age under the Age Discrimi12 nation in Employment Act of 1967 (29 

13 U.S.C. 621 et seq.); 

14 ‘‘(iii) discrimination on the basis of 

15 actual or perceived disability under— 

16 ‘‘(I) title I of the Americans with 

17 Disabilities Act of 1990 (42 U.S.C. 

18 12111 et seq.); or 

19 ‘‘(II) section 501 of the Rehabili20 tation Act of 1973 (29 U.S.C. 791); 

21 ‘‘(iv) discrimination because of actual 

22 or perceived genetic information under title 

23 II of the Genetic Information Non24 discrimination Act of 2008 (42 U.S.C. 

25 2000ff et seq.); 


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1 ‘‘(v) discrimination on the basis of ac2 tual or perceived status concerning service 

3 in a uniformed service under section 

4 4311(a) of title 38, United States Code; or 

5 ‘‘(vi) discrimination because of a char6 acteristic consisting of sexual orientation 

7 or gender identity, whether the char8 acteristic is actual or perceived, under sec9 tion 40002(b)(13)(A) of the Violence 

10 Against Women Act of 1994 (34 U.S.C. 

11 12291(b)(13)(A)); 

12 ‘‘(C) the term ‘covered issuer’ means an 

13 issuer that is required to file Form 10–K; 

14 ‘‘(D) the term ‘Form 10–K’ means the 

15 form described in section 249.310 of title 17, 

16 Code of Federal Regulations, as in effect on the 

17 date of enactment of this subsection; 

18 ‘‘(E) the term ‘gender identity’ means a 

19 characteristic consisting of the gender-related 

20 identity, appearance, mannerisms, or other gen21 der-related characteristics of an individual, 

22 whether the characteristic is actual or per23 ceived, regardless of the designated sex of the 

24 individual at birth; 


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1 ‘‘(F) the term ‘judgment’ means, with re2 spect to an issuer, a judgment entered against 

3 the issuer, whether imposed by a court or 

4 through arbitration; 

5 ‘‘(G) the term ‘settlement’ means any com6 mitment or agreement— 

7 ‘‘(i) without regard to whether the 

8 commitment or agreement, as applicable, is 

9 in writing; and 

10 ‘‘(ii) under which an issuer directly or 

11 indirectly— 

12 ‘‘(I) provides to an individual 

13 compensation or other consideration 

14 because of an allegation that the indi15 vidual has been a victim of covered 

16 harassment, covered discrimination, or 

17 sexual abuse; or 

18 ‘‘(II) establishes conditions that 

19 affect the terms of the employment, 

20 including by terminating the employ21 ment, of the individual with the 

22 issuer— 

23 ‘‘(aa) because of the experi24 ence of the individual with, or the 

25 participation of the individual in, 


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1 an alleged act of covered harass2 ment, covered discrimination, or 

3 sexual abuse; and 

4 ‘‘(bb) in exchange for which 

5 the individual agrees or commits 

6 not to— 

7 ‘‘(AA) bring legal, ad8 ministrative, or any other 

9 type of action against the 

10 issuer; or 

11 ‘‘(BB) publicly disclose, 

12 for a period of time of any 

13 length, any portion of the al14 leged act described in item 

15 (aa) on which the commit16 ment or agreement, as appli17 cable, is based; 

18 ‘‘(H) the term ‘sexual abuse’ means a non19 consensual sexual act or sexual contact, as such 

20 terms are defined in section 2246 of title 18, 

21 United States Code, or similar applicable Tribal 

22 or State law, including such an act or contact 

23 in a circumstance in which the victim lacks ca24 pacity to consent; and 


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1 ‘‘(I) the term ‘sexual orientation’ means a 

2 characteristic consisting of homosexuality, het3 erosexuality, or bisexuality, whether the char4 acteristic is actual or perceived. 

5 ‘‘(2) DISCLOSURE REQUIREMENTS.— 

6 ‘‘(A) IN GENERAL.—Beginning in the first 

7 fiscal year that begins after the date of enact8 ment of this subsection, each covered issuer 

9 shall disclose annually on Form 10–K, to share10 holders of the covered issuer, and to the pub11 lic— 

12 ‘‘(i) for the time periods, and in the 

13 manner, described in subparagraph (B)— 

14 ‘‘(I) the total number of settle15 ments entered into by the covered 

16 issuer, a subsidiary, contractor, or 

17 subcontractor of the covered issuer, or 

18 a corporate executive of the covered 

19 issuer that relate to any alleged act of 

20 sexual abuse, covered harassment, or 

21 covered discrimination that— 

22 ‘‘(aa) occurred in the work23 place of the covered issuer or a 

24 subsidiary, contractor, or subcon25 tractor of the covered issuer; or 


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1 ‘‘(bb) involves the behavior 

2 of an employee of the covered 

3 issuer, or of a subsidiary, con4 tractor, or subcontractor of the 

5 covered issuer, toward another 

6 such employee, without regard to 

7 whether that behavior occurred in 

8 the workplace of the covered 

9 issuer or the subsidiary, con10 tractor, or subcontractor, as ap11 plicable; 

12 ‘‘(II) the total dollar amount 

13 paid with respect to the settlements 

14 described in subclause (I); 

15 ‘‘(III) the total number of settle16 ments entered into by the covered 

17 issuer, a subsidiary, contractor, or 

18 subcontractor of the covered issuer, or 

19 a corporate executive of the covered 

20 issuer that relate to any alleged act of 

21 sexual abuse, covered harassment, or 

22 covered discrimination that— 

23 ‘‘(aa) was committed by a 

24 corporate executive of— 


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1 ‘‘(AA) the covered 

2 issuer; or 

3 ‘‘(BB) a subsidiary, 

4 contractor, or subcontractor 

5 of the covered issuer; and 

6 ‘‘(bb)(AA) occurred in the 

7 workplace of the covered issuer 

8 or a subsidiary, contractor, or 

9 subcontractor of the covered 

10 issuer, as applicable; or 

11 ‘‘(BB) involved the behavior 

12 of a corporate executive described 

13 in item (aa) toward another em14 ployee of the covered issuer or a 

15 subsidiary, contractor, or subcon16 tractor of the covered issuer, as 

17 applicable, without regard to 

18 whether that behavior occurred in 

19 the workplace of the covered 

20 issuer or a subsidiary, contractor, 

21 or subcontractor of the covered 

22 issuer; 

23 ‘‘(IV) the total dollar amount 

24 with respect to the settlements de25 scribed in subclause (III); 


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1 ‘‘(V) the average length of time 

2 required for the covered issuer to re3 solve a complaint relating to an al4 leged act of covered discrimination, 

5 covered harassment, or sexual abuse; 

6 ‘‘(VI) the total number of judg7 ments entered against the covered 

8 issuer, a subsidiary, contractor, or 

9 subcontractor of the covered issuer, or 

10 a corporate executive of the covered 

11 issuer that relate to any alleged act of 

12 sexual abuse, covered harassment, or 

13 covered discrimination that— 

14 ‘‘(aa) occurred in the work15 place of the covered issuer or a 

16 subsidiary, contractor, or subcon17 tractor of the covered issuer; or 

18 ‘‘(bb) involves the behavior 

19 of an employee of the covered 

20 issuer, or a subsidiary, con21 tractor, or subcontractor of the 

22 covered issuer, toward another 

23 such employee, without regard to 

24 whether that behavior occurred in 

25 the workplace of the covered 


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•S 1393 IS

1 issuer or the subsidiary, con2 tractor, or subcontractor, as ap3 plicable; 

4 ‘‘(VII) the total dollar amount 

5 paid with respect to the judgments de6 scribed in subclause (VI); 

7 ‘‘(VIII) the total number of judg8 ments entered against the covered 

9 issuer, a subsidiary, contractor, or 

10 subcontractor of the covered issuer, or 

11 a corporate executive of the covered 

12 issuer that relate to any alleged act of 

13 sexual abuse, covered harassment, or 

14 covered discrimination that— 

15 ‘‘(aa) was committed by a 

16 corporate executive of— 

17 ‘‘(AA) the covered 

18 issuer; or 

19 ‘‘(BB) a subsidiary, 

20 contractor, or subcontractor 

21 of the covered issuer; and 

22 ‘‘(bb)(AA) occurred in the 

23 workplace of the covered issuer 

24 or a subsidiary, contractor, or 


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1 subcontractor of the covered 

2 issuer, as applicable; or 

3 ‘‘(BB) involved the behavior 

4 of a corporate executive described 

5 in item (aa) toward another em6 ployee of the covered issuer or a 

7 subsidiary, contractor, or subcon8 tractor of the covered issuer, as 

9 applicable, without regard to 

10 whether that behavior occurred in 

11 the workplace of the covered 

12 issuer or a subsidiary, contractor, 

13 or subcontractor of the covered 

14 issuer; and 

15 ‘‘(IX) the total dollar amount 

16 with respect to the judgments de17 scribed in subclause (VIII); 

18 ‘‘(ii) as of the date on which the dis19 closure is made, the total number of com20 plaints relating to covered discrimination, 

21 covered harassment, and sexual abuse that 

22 the covered issuer is working to resolve 

23 through— 

24 ‘‘(I) processes that are internal 

25 to the covered issuer; 


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1 ‘‘(II) arbitration; and 

2 ‘‘(III) litigation; and 

3 ‘‘(iii) with respect to each alleged act 

4 of covered discrimination, covered harass5 ment, or sexual abuse that is the subject of 

6 a complaint or settlement described in 

7 clauses (i) and (ii), the date on which that 

8 alleged act occurred, with as much speci9 ficity as is practicable under the cir10 cumstances. 

11 ‘‘(B) CATEGORIES.— 

12 ‘‘(i) IN GENERAL.—Subject to sub13 paragraph (C), in each disclosure required 

14 under subparagraph (A), a covered issuer 

15 shall report the following: 

16 ‘‘(I) For the fiscal year that is 

17 the subject of that disclosure, the fol18 lowing: 

19 ‘‘(aa) The total number of 

20 settlements in subclauses (I) and 

21 (III) of subparagraph (A)(i), in 

22 the aggregate. 

23 ‘‘(bb) The total dollar 

24 amounts in subclauses (II) and 


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1 (IV) of subparagraph (A)(i), in 

2 the aggregate. 

3 ‘‘(cc) The number of settle4 ments in subclauses (I) and (III) 

5 of subparagraph (A)(i), individ6 ually. 

7 ‘‘(dd) The dollar amounts in 

8 subclauses (II) and (IV) of sub9 paragraph (A)(i), individually. 

10 ‘‘(ee) The total number of 

11 judgments in subclauses (VI) and 

12 (VIII) of subparagraph (A)(i), in 

13 the aggregate. 

14 ‘‘(ff) The total dollar 

15 amounts in subclauses (VII) and 

16 (IX) of subparagraph (A)(i), in 

17 the aggregate. 

18 ‘‘(gg) The number of judg19 ments in subclauses (VI) and 

20 (VIII) of subparagraph (A)(i), in21 dividually. 

22 ‘‘(hh) The dollar amounts in 

23 subclauses (VII) and (IX) of sub24 paragraph (A)(i), individually. 


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•S 1393 IS

1 ‘‘(II) For the 7-fiscal year period 

2 that is comprised of the fiscal year 

3 that is the subject of that disclosure 

4 and the 6 fiscal years that precede 

5 that fiscal year, the following: 

6 ‘‘(aa) The total number of 

7 settlements in subclauses (I) and 

8 (III) of subparagraph (A)(i), in 

9 the aggregate. 

10 ‘‘(bb) The total dollar 

11 amounts in subclauses (II) and 

12 (IV) of subparagraph (A)(i), in 

13 the aggregate. 

14 ‘‘(cc) The total number of 

15 judgments in subclauses (VI) and 

16 (VIII) of subparagraph (A)(i), in 

17 the aggregate. 

18 ‘‘(dd) The total dollar 

19 amounts in subclauses (VII) and 

20 (IX) of subparagraph (A)(i), in 

21 the aggregate. 

22 ‘‘(ii) LISTING.—In disclosing informa23 tion in the manner described in clause (i), 

24 a covered issuer shall list a settlement or 

25 judgment, as applicable, by any of the folVerDate Sep 11 2014 22:26 May 09, 2023 Jkt 039200 PO 00000 Frm 00016 Fmt 6652 Sfmt 6201 E:\BILLS\S1393.IS S1393

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•S 1393 IS

1 lowing categories that apply to the settle2 ment or judgment: 

3 ‘‘(I) A settlement or judgment 

4 relating to an alleged act of sexual 

5 abuse, covered discrimination, or cov6 ered harassment because of sex. 

7 ‘‘(II) A settlement or judgment 

8 relating to an alleged act of covered 

9 discrimination or covered harassment 

10 because of race, color, or national ori11 gin. 

12 ‘‘(III) A settlement or judgment 

13 relating to an alleged act of covered 

14 discrimination or covered harassment 

15 because of religion. 

16 ‘‘(IV) A settlement or judgment 

17 relating to an alleged act of covered 

18 discrimination or covered harassment 

19 because of age. 

20 ‘‘(V) A settlement or judgment 

21 relating to an alleged act of covered 

22 discrimination or covered harassment 

23 on the basis of disability. 

24 ‘‘(VI) A settlement or judgment 

25 relating to an alleged act of covered 


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•S 1393 IS

1 discrimination or covered harassment 

2 because of genetic information. 

3 ‘‘(VII) A settlement or judgment 

4 relating to an alleged act of covered 

5 discrimination or covered harassment 

6 on the basis of status concerning serv7 ice in a uniformed service. 

8 ‘‘(VIII) A settlement or judgment 

9 relating to an alleged act of covered 

10 discrimination or covered harassment 

11 because of sexual orientation or gen12 der identity. 

13 ‘‘(C) PROHIBITIONS ON CERTAIN DISCLO14 SURES; VICTIM CHOICE.— 

15 ‘‘(i) PROHIBITION ON DISCLOSURES

16 BY COVERED ISSUERS.—A covered issuer 

17 may not— 

18 ‘‘(I) in any disclosure made 

19 under subparagraph (A), or in any 

20 other public disclosure, disclose the 

21 name of a victim of an alleged act of 

22 sexual abuse, covered harassment, or 

23 covered discrimination on which a set24 tlement, judgment, or complaint, as 


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•S 1393 IS

1 applicable, described in subparagraph 

2 (A) is based; or 

3 ‘‘(II) under subparagraph (B)(ii), 

4 include the categorization of a settle5 ment or judgment described in sub6 clause (I), (III), (VI), or (VIII) of 

7 subparagraph (A)(i), as applicable, in 

8 any disclosure made under subpara9 graph (A) if the victim of the alleged 

10 act of sexual abuse, covered harass11 ment, or covered discrimination on 

12 which the settlement or judgment is 

13 based objects to the disclosure of that 

14 categorization. 

15 ‘‘(ii) PROHIBITION ON DISCLOSURES

16 BY THE COMMISSION.—The Commission 

17 may not disclose the name of a victim of 

18 an alleged act of sexual abuse, covered har19 assment, or covered discrimination on 

20 which a settlement, judgment, or com21 plaint, as applicable, described in subpara22 graph (A) is based. 

23 ‘‘(iii) VICTIM CHOICE.— 

24 ‘‘(I) IN GENERAL.—A covered 

25 issuer shall not be required to report 


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•S 1393 IS

1 information under subparagraph 

2 (B)(i) if the victim of the alleged act 

3 of sexual abuse, covered harassment, 

4 or covered discrimination on which the 

5 settlement or judgment, as applicable, 

6 is based objects to the reporting of 

7 that information. 

8 ‘‘(II) NO EFFECT ON SUBSE9 QUENT YEARS.—If information is not 

10 reported in a fiscal year because of an 

11 objection made under subclause (I), 

12 that information shall be reported in 

13 subsequent fiscal years under sub14 paragraph (B)(ii). 

15 ‘‘(D) PREVENTION OF SEXUAL ABUSE, 

16 COVERED HARASSMENT, AND COVERED DIS17 CRIMINATION.—In each disclosure required 

18 under subparagraph (A), the covered issuer 

19 making the disclosure shall include a descrip20 tion of the measures taken by the covered 

21 issuer and any subsidiary, contractor, or sub22 contractor of the covered issuer to prevent em23 ployees of the covered issuer and any sub24 sidiary, contractor, or subcontractor of the cov25 ered issuer from committing or engaging in sexVerDate Sep 11 2014 22:26 May 09, 2023 Jkt 039200 PO 00000 Frm 00020 Fmt 6652 Sfmt 6201 E:\BILLS\S1393.IS S1393

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•S 1393 IS

1 ual abuse, covered harassment, or covered dis2 crimination. 

3 ‘‘(3) REGULATIONS.—The Commission may 

4 promulgate such regulations as the Commission con5 siders necessary to implement the requirements 

6 under paragraph (2).’’. 

Æ 


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