II 

111TH CONGRESS 

1ST SESSION S. 1006 

To require a supermajority shareholder vote to approve excessive compensation 

of any employee of a publicly traded company. 

IN THE SENATE OF THE UNITED STATES 

MAY 7, 2009 

Mr. DURBIN introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To require a supermajority shareholder vote to approve excessive compensation of any employee of a publicly traded 

company. 

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 ‘‘Excessive Pay Share5 holder Approval Act’’. 

6 SEC. 2. AMENDMENT TO THE SECURITIES EXCHANGE ACT 

7 OF 1934. 

8 (a) IN GENERAL.—Section 16 of the Securities Ex9 change Act of 1934 (15 U.S.C. 78n) is amended by adding 

10 at the end the following new subsection: 


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1 ‘‘(h) ANNUAL SHAREHOLDER APPROVAL OF EXECU2 TIVE COMPENSATION.— 

3 ‘‘(1) IN GENERAL.—The compensation for an 

4 employee of an issuer in any single taxable year may 

5 not exceed an amount equal to 100 times the aver6 age compensation for services performed by all em7 ployees of that issuer during such taxable year, un8 less not fewer than 60 percent of the shareholders 

9 have voted to approve such compensation (through a 

10 proxy or consent or authorization for an annual or 

11 other meeting of the shareholders, occurring within 

12 the preceding 18 months). 

13 ‘‘(2) PROXY CONTENTS.—Proxy materials for a 

14 shareholder vote required by paragraph (1) shall in15 clude— 

16 ‘‘(A) the amount of compensation paid to 

17 the lowest paid employee of the issuer; 

18 ‘‘(B) the amount of compensation paid to 

19 the highest paid employee of the issuer; 

20 ‘‘(C) the average amount of compensation 

21 paid to all employees of the issuer; 

22 ‘‘(D) the number of employees of the 

23 issuer who are paid more than 100 times the 

24 average amount of compensation for all employ25 ees of the issuer; and 


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1 ‘‘(E) the total amount of compensation 

2 paid to employees who are paid more than 100 

3 times the average amount of compensation for 

4 all employees of the issuer. 

5 ‘‘(3) DEFINITION OF COMPENSATION.— 

6 ‘‘(A) IN GENERAL.—For purposes of this 

7 subsection, the term ‘compensation’ includes 

8 wages, salary, fees, commissions, fringe bene9 fits, deferred compensation, retirement con10 tributions, options, bonuses, property, and any 

11 other form of remuneration that the Commis12 sion determines is appropriate, in consultation 

13 with the Secretary of the Treasury. 

14 ‘‘(B) PART-TIME AND PART-YEAR EMPLOY15 EES.—In the case of any employee which is a 

16 part-time employee of the issuer, or which is 

17 not employed by the issuer for a full taxable 

18 year, the compensation of such employee shall 

19 be calculated for purposes of this subsection on 

20 an annualized basis.’’. 

21 (b) DEADLINE FOR RULEMAKING.—Not later than 1 

22 year after the date of enactment of this Act, the Securities 

23 and Exchange Commission shall issue any final rules and 


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1 regulations required to carry out section 16(h) of the Se2 curities Exchange Act of 1934, as added by this section. 

Æ 


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