IIB 
110TH CONGRESS 
1ST SESSION H. R. 1257 
IN THE SENATE OF THE UNITED STATES 
APRIL 23, 2007 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Securities Exchange Act of 1934 to provide 
shareholders with an advisory vote on executive com-
pensation. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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HR 1257 RFS
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 14 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78n) is amended by adding 
at the end the following new subsection: 
‘‘(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 January 1, 2009, 
shall provide for a separate shareholder vote to ap-
prove the compensation of executives as disclosed 
pursuant to the Commission’s compensation disclo-
sure rules (which disclosure shall include the com-
pensation discussion and analysis, the compensation 
tables, and any related material). 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-
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clusion in such proxy materials related to executive 
compensation. 
‘‘(2) SHAREHOLDER
APPROVAL
OF
GOLDEN 
PARACHUTE COMPENSATION.— 
‘‘(A) DISCLOSURE.—In any proxy solicita-
tion material for an annual meeting of the 
shareholders (or a special meeting in lieu of the 
annual meeting) occurring on or after January 
1, 2009, that concerns an acquisition, merger, 
consolidation, or proposed sale or other disposi-
tion of substantially all the assets of an issuer, 
the person making such solicitation shall dis-
close 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). 
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‘‘(B) 
SHAREHOLDER
APPROVAL.—The 
proxy solicitation material containing the disclo-
sure required by subparagraph (A) shall provide 
for a separate shareholder vote to approve such 
agreements or understandings. A vote by the 
shareholders shall not be binding on the cor-
poration or the board of directors and shall not 
be construed as overruling a decision by such 
board, nor to create or imply any additional fi-
duciary 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 executive com-
pensation.’’. 
(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). 
Passed the House of Representatives April 20, 2007. 
Attest: 
LORRAINE C. MILLER, 
Clerk. 
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