SEC. 2. DISCLOSURE TO SHAREHOLDERS OF CERTAIN PO-
LITICAL EXPENDITURES. 
(a) QUARTERLY AND ANNUAL REPORTS.—Section 13 
of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following new sub-
section: 
‘‘(m) DISCLOSURE OF CERTAIN POLITICAL EXPEND-
ITURES.— 
‘‘(1) DISCLOSURE REQUIRED.—Each quarterly 
and annual report required under this section or sec-
tion 15(d) shall include a disclosure of the total of 
any independent expenditures in support of or in op-
position to any candidate for Federal, State, or local 
public office made by the issuer during the preceding 
6-year period. Such disclosures shall contain, at min-
imum, the name and political party affiliation of 
each candidate in support of whom or in opposition 
to whom an independent expenditure was made, the 
amount of each such expenditure, the public office 
that such candidate was or is seeking, including the 
relevent State, city, or district, and a statement of 
the issuer’s interest in and reason for making such 
expenditure. 
‘‘(2) DEFINITION.—For purposes of this sub-
section, the term ‘independent expenditure in sup-
port of or in opposition to any candidate for Fed-
VerDate Nov 24 2008 
07:03 Feb 23, 2010
Jkt 089200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6201
E:\BILLS\H4630.IH
H4630
jbell on DSKDVH8Z91PROD with BILLS
eral, State, or local public office’ means an expendi-
ture or series of expenditures totaling more than 
$10,000 for any single candidate during any single 
election that— 
‘‘(A) is an independent expenditure under 
the Federal Election Campaign Act of 1971; or 
‘‘(B) is relating to a candidate for State or 
local public office that would be treated as an 
independent expenditure under such Act if the 
candidate were a candidate for Federal public 
office.’’. 
(b) PROXIES.—Section 14 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78n) is amended by adding at 
the end the following new subsection: 
‘‘(i) DISCLOSURE TO SHAREHOLDERS OF POLITICAL 
EXPENDITURES.—Any solicitation of any proxy or consent 
or authorization in respect of any security of an issuer 
shall contain a disclosure of the total of any independent 
expenditures in support of or in opposition to any can-
didate for Federal, State, or local public office made by 
the issuer during the preceding 6-year period. Such disclo-
sure must be clear and conspicuous and, at minimum, con-
tain the name and political party affiliation of each can-
didate in support of whom or in opposition to whom an 
independent expenditure was made, the amount of each 
VerDate Nov 24 2008 
07:03 Feb 23, 2010
Jkt 089200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H4630.IH
H4630
jbell on DSKDVH8Z91PROD with BILLS
such expenditure, the public office that such candidate was 
or is seeking, including the relevent State, city, or district, 
and a statement of the issuer’s interest in and reason for 
making such expenditure. For purposes of this subsection, 
the term ‘independent expenditure in support of or in op-
position to any candidate for Federal, State, or local pub-
lic office’ has the meaning given such term in section 
13(m)(3).’’. 
(c) REGISTRATION STATEMENTS.—Section 7 of the 
Securities Act of 1933 (15 U.S.C. 77g) is amended by 
adding at the end the following: 
‘‘(c) The registration statement shall also contain a 
disclosure of any independent expenditures in support of 
or in opposition to any candidate for Federal, State, or 
local public office made by the issuer during the preceding 
6-year period. Such disclosure shall contain, at minimum, 
the name and political party affiliation of each candidate 
in support of whom or in opposition to whom an inde-
pendent expenditure was made, the amount of each such 
expenditure, the public office that such candidate was or 
is seeking, including the relevent State, city, or district, 
and a statement of the issuer’s interest in and reason for 
making such expenditure. For purposes of this subsection, 
the term ‘independent expenditure in support of or in op-
position to any candidate for Federal, State, or local pub-
VerDate Nov 24 2008 
07:03 Feb 23, 2010
Jkt 089200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H4630.IH
H4630
jbell on DSKDVH8Z91PROD with BILLS
lic office’ has the meaning given such term in section 
13(m)(3) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m(m)(3)).’’. 
(d) MODIFICATION OF FORMS.—The Securities and 
Exchange Commission shall make such modifications to 
any forms made available by the Commission to facilitate 
the disclosures required by the amendments made by this 
Act. 
Æ 
VerDate Nov 24 2008 
07:03 Feb 23, 2010
Jkt 089200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6301
E:\BILLS\H4630.IH
H4630
jbell on DSKDVH8Z91PROD with BILLS