‘‘(i) ANNUAL SHAREHOLDER APPROVAL OF EXECU-
TIVE COMPENSATION.— 
‘‘(1) ANNUAL VOTE.—Any proxy or consent or 
authorization for an annual meeting of the share-
holders (or a special meeting in lieu of the annual 
meeting) occurring on or after the date that is 6 
months after the date on which final rules are issued 
under paragraph (4), shall provide for a separate 
shareholder vote to approve the compensation of ex-
ecutives as disclosed pursuant to the Commission’s 
compensation disclosure rules (which disclosure shall 
include the compensation committee report, the com-
pensation discussion and analysis, the compensation 
tables, and any related materials). The shareholder 
vote shall not be binding on the corporation or the 
board of directors and shall not be 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 in-
clusion in such proxy materials related to executive 
compensation. 
‘‘(2) SHAREHOLDER
APPROVAL
OF
GOLDEN 
PARACHUTE COMPENSATION.— 
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‘‘(A) DISCLOSURE.—In any proxy or con-
sent solicitation material for an annual meeting 
of the shareholders (or a special meeting in lieu 
of the annual meeting) occurring on or after 
the date that is 6 months after the date on 
which final rules are issued under paragraph 
(4), that concerns an acquisition, merger, con-
solidation, or proposed sale or other disposition 
of all or substantially all the assets of an issuer, 
the person making such solicitation shall dis-
close in the proxy or consent solicitation mate-
rial, in a clear and simple tabular form in ac-
cordance with regulations to be promulgated by 
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 ac-
quiring issuer) concerning any type of com-
pensation (whether present, deferred, or contin-
gent) that is based on or otherwise relates to 
the acquisition, merger, consolidation, sale, or 
other disposition of all or substantially all of 
the assets of the issuer that have not been sub-
ject to a shareholder vote under paragraph (1), 
and the aggregate total of all such compensa-
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tion that may (and the conditions upon which 
it may) be paid or become payable to or on be-
half of such executive officer. 
‘‘(B) 
SHAREHOLDER
APPROVAL.—Any 
proxy or consent or authorization relating to 
the proxy or consent solicitation material con-
taining the disclosure required by subparagraph 
(A) shall provide for a separate shareholder 
vote to approve such agreements or under-
standings and compensation as disclosed. A 
vote by the shareholders shall not be binding on 
the corporation or the board of directors of the 
issuer or the person making the solicitation and 
shall not be construed as overruling a decision 
by such board, nor to create or imply any addi-
tional fiduciary duty by such board, nor shall 
such vote be construed to restrict or limit the 
ability of shareholders to make proposals for in-
clusion in such proxy materials related to execu-
tive compensation. 
‘‘(3) DISCLOSURE
OF
VOTES.—Every institu-
tional investment manager subject to section 13(f) 
shall report at least annually how it voted on any 
shareholder vote unless such vote is otherwise re-
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quired to be reported publicly by rule or regulation 
of the Commission. 
‘‘(4) RULEMAKING.—Not later than 6 months 
after the date of enactment of the Investor Voting 
Fairness Act of 2009, the Commission shall issue 
rules and regulations to implement this subsection.’’. 
Æ 
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