IB 
Union Calendar No. 53 
110TH CONGRESS 
1ST SESSION H. R. 1257 
[Report No. 110–88] 
To amend the Securities Exchange Act of 1934 to provide shareholders 
with an advisory vote on executive compensation. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 1, 2007 
Mr. FRANK of Massachusetts (for himself, Mr. SCOTT of Georgia, Mr. RAN-
GEL, Mr. GEORGE MILLER of California, Ms. VELA´ZQUEZ, Mr. KAN-
JORSKI, Mr. GUTIERREZ, Mr. DEFAZIO, Mr. CLAY, Mr. BACA, Mr. AL 
GREEN of Texas, Mr. COOPER, Ms. WOOLSEY, Mr. SHERMAN, Mr. 
ELLISON, Mr. LANTOS, Mr. ACKERMAN, Mr. MILLER of North Carolina, 
Mr. CLEAVER, Mr. SIRES, Mr. PERLMUTTER, and Mr. WILSON of Ohio) 
introduced the following bill; which was referred to the Committee on Fi-
nancial Services 
APRIL 16, 2007 
Additional sponsors: Ms. MOORE of Wisconsin, Mr. MEEKS of New York, Mr. 
LYNCH, Ms. CARSON, Mr. MARSHALL, and Mrs. MALONEY of New York 
APRIL 16, 2007 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
A BILL 
To amend the Securities Exchange Act of 1934 to provide 
shareholders with an advisory vote on executive com-
pensation. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Shareholder Vote on 
Executive Compensation Act’’. 
SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSA-
TION DISCLOSURES. 
(a) AMENDMENT.—Section 16 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78n) is amended by adding 
at the end the following new subsection: 
‘‘(h) ANNUAL SHAREHOLDER APPROVAL OF EXECU-
TIVE COMPENSATION.— 
‘‘(1) IN GENERAL.—Any proxy or consent or 
authorization under this section shall permit a sepa-
rate shareholder vote to approve the compensation of 
executives as disclosed pursuant to the Commission’s 
compensation disclosure rules (which disclosure shall 
include the compensation discussion and analysis, 
the compensation tables, and any related material). 
The shareholder vote shall not be binding on the 
board of directors and shall not be construed as 
overruling a decision by such board. 
‘‘(2)
SHAREHOLDER
APPROVAL
OF
GOLDEN 
PARACHUTE COMPENSATION.— 
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‘‘(A) DISCLOSURE.—In any proxy solicita-
tion
material
that
concerns
an
acquisition, 
merger, consolidation, or proposed sale or other 
disposition of substantially all the assets of an 
issuer, the person making such solicitation shall 
disclose in the proxy solicitation material, in a 
clear and simple form in accordance with regu-
lations of the Commission, any agreements or 
understandings that such person has with any 
principal executive officers of such issuer (or of 
the acquiring issuer, if such issuer is not the 
acquiring issuer) concerning any type of com-
pensation (whether present, deferred, or contin-
gent) that are based on or otherwise relate to 
the acquisition, merger, consolidation, sale, or 
other disposition, and that have not been sub-
ject to a shareholder vote under paragraph (1). 
‘‘(B)
SHAREHOLDER
APPROVAL.—The 
proxy solicitation material containing the disclo-
sure required by subparagraph (A) shall require 
a separate shareholder vote to approve such 
agreements or understandings. A vote by the 
shareholders shall not be binding on the board 
of directors and shall not be construed as over-
ruling a decision by such board.’’. 
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(b) DEADLINE FOR RULEMAKING.—Not later than 1 
year after the date of the enactment of this Act, the Secu-
rities and Exchange Commission shall issue any final rules 
and regulations required by the amendments made by sub-
section (a). 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Shareholder Vote on Ex-
ecutive Compensation Act’’. 
SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSA-
TION DISCLOSURES. 
(a) AMENDMENT.—Section 16 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78n) is amended by adding 
at the end the following new subsection: 
‘‘(h) ANNUAL SHAREHOLDER APPROVAL OF EXECU-
TIVE COMPENSATION.— 
‘‘(1) IN GENERAL.—Any proxy or consent or au-
thorization for an annual or other meeting of the 
shareholders occurring on or after January 1, 2009, 
shall permit a separate shareholder vote to approve 
the compensation of executives as disclosed pursuant 
to the Commission’s compensation disclosure rules 
(which disclosure shall include the compensation dis-
cussion and analysis, the compensation tables, and 
any related material). The shareholder vote shall not 
be binding on the board of directors and shall not be 
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construed as overruling a decision by such board, nor 
to create or imply any additional fiduciary duty by 
such board, nor shall such vote be construed to restrict 
or limit the ability of shareholders to make proposals 
for inclusion in such proxy materials related to execu-
tive compensation. 
‘‘(2) SHAREHOLDER
APPROVAL
OF
GOLDEN 
PARACHUTE COMPENSATION.— 
‘‘(A) DISCLOSURE.—In any proxy solicita-
tion material for an annual or other meeting of 
the shareholders occurring on or after January 1, 
2009, that concerns an acquisition, merger, con-
solidation, or proposed sale or other disposition 
of substantially all the assets of an issuer, the 
person making such solicitation shall disclose in 
the proxy solicitation material, in a clear and 
simple form in accordance with regulations of 
the Commission, any agreements or under-
standings that such person has with any prin-
cipal executive officers of such issuer (or of the 
acquiring issuer, if such issuer is not the acquir-
ing issuer) concerning any type of compensation 
(whether present, deferred, or contingent) that 
are based on or otherwise relate to the acquisi-
tion, merger, consolidation, sale, or other disposi-
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