I 

117TH CONGRESS 

1ST SESSION H. R. 3454 

To require the Securities and Exchange Commission to implement rules 

simplifying the quarterly financial reporting regime. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 20, 2021 

Mrs. WAGNER introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To require the Securities and Exchange Commission to implement rules simplifying the quarterly financial reporting regime. 

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 ‘‘Modernizing Disclo5 sures for Investors Act’’. 

6 SEC. 2. ISSUER OPTION FOR SIMPLIFIED QUARTERLY FI7 NANCIAL REPORTING. 

8 (a) IN GENERAL.—Not later than one year after the 

9 date of enactment of this Act, the Securities and Ex10 change Commission shall issue such rules as the CommisVerDate Sep 11 2014 22:13 Jun 23, 2021 Jkt 019200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H3454.IH H3454

kjohnson on DSK79L0C42PROD with BILLS
2 

•HR 3454 IH

1 sion determines may be necessary or appropriate in the 

2 public interest or for the protection of investors to allow 

3 issuers of securities traded on a national securities ex4 change to elect to disclose quarterly financial information 

5 in a simplified manner, such as through a press release 

6 or by a shortened form. In issuing such disclosure rules, 

7 the Commission shall— 

8 (1) amend rules issued pursuant to sections 

9 13(a) and 15(d) of the Securities Exchange Act of 

10 1934 to permit issuers of securities traded on a na11 tional securities exchange to disclose quarterly finan12 cial information in a manner other than through fil13 ing a Form 10–Q; 

14 (2) require financial statements disclosed pur15 suant to such rules to include a quarterly income 

16 statement, a balance sheet as of the last day of the 

17 quarter, and a statement of operations, all prepared 

18 in accordance with such rules as the Commission 

19 may adopt consistent with this Act; 

20 (3) not provide any exemption with respect to 

21 the requirements of section 302 of the Sarbanes22 Oxley Act of 2002 and section 1350 of title 18, 

23 United States Code; and 

24 (4) require that such disclosures include a 

25 statement of any material changes in financial conVerDate Sep 11 2014 22:13 Jun 23, 2021 Jkt 019200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H3454.IH H3454

kjohnson on DSK79L0C42PROD with BILLS
3 

•HR 3454 IH

1 dition or results of operations since the end of the 

2 issuer’s most recent financial statements disclosed 

3 pursuant to the Commission’s rules. 

4 (b) DEFINITIONS.—For purposes of this section: 

5 (1) NATIONAL SECURITIES EXCHANGE.—The 

6 term ‘‘national securities exchange’’ means an ex7 change registered as a national securities exchange 

8 pursuant to section 6 of the Securities Exchange Act 

9 of 1934. 

10 (2) OTHER TERMS.—The terms ‘‘Commission’’, 

11 ‘‘issuer’’, and ‘‘security’’ have the meaning given 

12 those terms, respectively, under section 3 of the Se13 curities Exchange Act of 1934. 

Æ 


kjohnson on DSK79L0C42PROD with BILLS