IB 
Union Calendar No. 164 
117TH CONGRESS 
2D SESSION 
H. R. 1277 
[Report No. 117–230] 
To amend the Securities Exchange Act of 1934 to require the submission 
by issuers of data relating to diversity, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 24, 2021 
Mr. MEEKS (for himself and Mrs. CAROLYN B. MALONEY of New York) intro-
duced the following bill; which was referred to the Committee on Finan-
cial Services 
JANUARY 20, 2022 
Additional sponsors: Ms. ADAMS, Mr. CASTRO of Texas, Mr. GOTTHEIMER, 
Mrs. LEE of Nevada, Mrs. MCBATH, Ms. WILLIAMS of Georgia, Ms. 
HOULAHAN, Mr. SHERMAN, Mr. HUFFMAN, Mr. DELGADO, and Ms. 
SHERRILL 
JANUARY 20, 2022 
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] 
[For text of introduced bill, see copy of bill as introduced on February 24, 2021] 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6652
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
A BILL 
To amend the Securities Exchange Act of 1934 to require 
the submission by issuers of data relating to diversity, 
and for other purposes. 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6652
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
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 ‘‘Improving Corporate 
Governance Through Diversity Act of 2021’’. 
SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY 
ISSUERS. 
Section 13 of the Securities Exchange Act of 1934 (15 
U.S.C. 78m) is amended by adding at the end the following: 
‘‘(s) SUBMISSION
OF DATA RELATING
TO DIVER-
SITY.— 
‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘executive officer’ has the 
meaning given the term in section 230.501(f) of 
title 17, Code of Federal Regulations, as in effect 
on the date of enactment of this subsection; and 
‘‘(B) the term ‘veteran’ has the meaning 
given the term in section 101 of title 38, United 
States Code. 
‘‘(2) SUBMISSION OF DISCLOSURE.—Each issuer 
required to file an annual report under subsection (a) 
shall disclose in any proxy statement and any infor-
mation statement relating to the election of directors 
filed with the Commission the following: 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
‘‘(3) ALTERNATIVE SUBMISSION.—In any 1-year 
period in which an issuer required to file an annual 
report under subsection (a) does not file with the 
Commission a proxy statement or an information 
statement relating to the election of directors, the 
issuer shall disclose the information required under 
paragraph (2) in the first annual report of issuer that 
the issuer submits to the Commission after the end of 
that 1-year period. 
‘‘(4) ANNUAL
REPORT.—Not later than 18 
months after the date of enactment of this subsection, 
and annually thereafter, the Commission shall submit 
to the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate, and pub-
lish on the website of the Commission, a report that 
analyzes the information disclosed under paragraphs 
(2) and (3) and identifies any trends with respect to 
such information. 
‘‘(5) BEST PRACTICES.— 
‘‘(A) IN GENERAL.—The Director of the Of-
fice of Minority and Women Inclusion of the 
Commission shall, not later than 3 years after 
the date of enactment of this subsection, and 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
every 3 years thereafter, publish best practices 
for compliance with this subsection. 
‘‘(B) COMMENTS.—The Director of the Of-
fice of Minority and Women Inclusion of the 
Commission may, pursuant to subchapter II of 
chapter 5 of title 5, United States Code, solicit 
public comments related to the best practices 
published under subparagraph (A).’’. 
SEC. 3. DIVERSITY ADVISORY GROUP. 
(a) DEFINITIONS.—For the purposes of this section: 
(1) ADVISORY
GROUP.—The term ‘‘Advisory 
Group’’ means the Diversity Advisory Group estab-
lished under subsection (b). 
(2) 
COMMISSION.—The 
term 
‘‘Commission’’ 
means the Securities and Exchange Commission. 
(3) ISSUER.—The term ‘‘issuer’’ has the meaning 
given the term in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)). 
(b) ESTABLISHMENT.—The Commission shall establish 
a Diversity Advisory Group, which shall be composed of 
representatives from— 
(1) the Federal Government and State and local 
governments; 
(2) academia; and 
(3) the private sector. 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
(c) STUDY AND RECOMMENDATIONS.—The Advisory 
Group shall— 
(1) carry out a study that identifies strategies 
that can be used to increase gender, racial, and ethnic 
diversity among members of boards of directors of 
issuers; and 
(2) not later than 270 days after the date on 
which the Advisory Group is established, submit to 
the Commission, the Committee on Financial Services 
of the House of Representatives, and the Committee 
on Banking, Housing, and Urban Affairs of the Sen-
ate a report that— 
(A) describes any findings from the study 
conducted under paragraph (1); and 
(B) 
makes 
recommendations 
regarding 
strategies that issuers could use to increase gen-
der, racial, and ethnic diversity among board 
members. 
(d) ANNUAL REPORT.—Not later than 1 year after the 
date on which the Advisory Group submits the report re-
quired under subsection (c)(2), and annually thereafter, the 
Commission shall submit to the Committee on Financial 
Services of the House of Representatives and the Committee 
on Banking, Housing, and Urban Affairs of the Senate a 
report that describes the status of gender, racial, and ethnic 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00007
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
diversity among members of the boards of directors of 
issuers. 
(e) PUBLIC AVAILABILITY OF REPORTS.—The Com-
mission shall make all reports of the Advisory Group avail-
able to issuers and the public, including on the website of 
the Commission. 
(f) INAPPLICABILITY
OF FEDERAL ADVISORY COM-
MITTEE ACT.—The Federal Advisory Committee Act (5 
U.S.C. App.) shall not apply with respect to the Advisory 
Group or the activities of the Advisory Group. 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00008
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00009
Fmt 6652
Sfmt 6203
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS
Union Calendar No. 164 
117TH CONGRESS 
2D SESSION 
H. R. 1277 
[Report No. 117–230] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
require the submission by issuers of data relating 
to diversity, and for other purposes. 
JANUARY 20, 2022 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
21:39 Jan 20, 2022
Jkt 029200
PO 00000
Frm 00010
Fmt 6651
Sfmt 6651
E:\BILLS\H1277.RH
H1277
kjohnson on DSK79L0C42PROD with BILLS