‘‘(C) TIMING OF VOTES.— 
‘‘(i) INITIAL VOTE.—The vote on the 
initial resolution required by subparagraph 
(A) with respect to an executive officer 
shall occur not later than the end of the 
third quarter of the same fiscal year of the 
issuer in which the vote on the resolution 
required by paragraph (1) occurs. 
‘‘(ii) SECOND
VOTE.—If the initial 
resolution required by subparagraph (A) 
with respect to an executive officer is not 
approved by the shareholders, the vote on 
the second resolution required by such sub-
paragraph with respect to such executive 
officer shall occur not later than the date 
that is 90 days after the vote on the initial 
resolution required by such subparagraph 
with respect to such executive officer. 
‘‘(iii) SUBSEQUENT
VOTES.—If the 
second resolution required by subpara-
graph (A) with respect to an executive offi-
cer, or any subsequent resolution required 
by such subparagraph with respect to such 
executive officer, is not approved by the 
shareholders, the vote on the next resolu-
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00017
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
tion required by such subparagraph with 
respect to such executive officer shall occur 
not later than the date that is 90 days 
after the vote on the previous resolution 
required by such subparagraph with re-
spect to such executive officer. 
‘‘(D) 
INAPPLICABILITY.—Subparagraph 
(A) does not apply with respect to an individual 
who is no longer an executive officer of the 
issuer.’’. 
(b) BINDING EFFECT OF VOTES ON FREQUENCY.— 
Section 14A(a)(2) of the Securities Exchange Act of 1934 
(15 U.S.C. 78n–1(a)(2)) is amended by adding at the end 
the following: ‘‘Such votes shall occur not less frequently 
than so determined.’’. 
(c) RULES OF CONSTRUCTION.—Section 14A(c) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78n–1(c)) 
is amended— 
(1) in paragraph (2), by striking the semicolon 
and inserting ‘‘; or’’; 
(2) in paragraph (3), by striking ‘‘; or’’ and in-
serting a period; 
(3) by redesignating paragraphs (1) through 
(3) as subparagraphs (A) through (C), respectively, 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00018
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
and moving the margins of such subparagraphs 2 
ems to the right; 
(4) by striking ‘‘RULE OF CONSTRUCTION.— 
The shareholder vote referred to in subsections (a) 
and (b)’’ and inserting the following: ‘‘RULES OF 
CONSTRUCTION.— 
‘‘(1) IN GENERAL.—Except for the shareholder 
vote required by paragraph (2) of subsection (a), 
and except for the requirement of paragraph (4) of 
such subsection for a shareholder vote on a subse-
quent resolution after failure of a previous resolution 
to be approved by the shareholders, a shareholder 
vote required by subsection (a) or (b)’’; and 
(5) by striking ‘‘(4) to restrict or limit’’ and in-
serting the following: 
‘‘(2) NO
EFFECT
ON
ABILITY
OF
SHARE-
HOLDERS TO MAKE PROPOSALS.—A shareholder vote 
required by subsection (a) or (b) may not be con-
strued to restrict or limit’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply to an issuer— 
(1) with respect to an additional shareholder 
vote under paragraph (4) of section 14A(a) of the 
Securities Exchange Act of 1934, as added by sub-
section (a) of this section, beginning with the first 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00019
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
shareholder vote under paragraph (1) of such section 
14A(a) that occurs on or after the date that is 1 
year after the date of the enactment of this Act; and 
(2) with respect to a shareholder vote under 
paragraph (2) of such section 14A(a), beginning 
with the first such vote that occurs on or after the 
date that is 1 year after the date of the enactment 
of this Act. 
SEC. 502. CEO AND CHAIRMAN OF THE BOARD OF DIREC-
TORS REQUIRED TO BE DIFFERENT INDIVID-
UALS. 
(a) IN GENERAL.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 39 the following: 
‘‘SEC. 40. CEO AND CHAIRMAN OF THE BOARD OF DIREC-
TORS REQUIRED TO BE DIFFERENT INDIVID-
UALS. 
‘‘(a) IN GENERAL.—Except as provided in subsection 
(b), an issuer that is required to prepare a proxy state-
ment under section 14(a) may not have the same indi-
vidual simultaneously serving in the position of chief exec-
utive officer (or any equivalent position) of such issuer and 
chairman of the board of directors (or any equivalent posi-
tion) of such issuer, and an individual may not simulta-
neously serve in both such positions. 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00020
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
‘‘(b) TREATMENT OF SMALL CAPITALIZATION COM-
PANIES.—Subsection (a) shall not apply in the case of a 
small capitalization company (as defined by the Commis-
sion by regulation) if, by shareholder vote, the share-
holders elect for such subsection not to apply.’’. 
(b) CONFORMING AMENDMENT.—The Securities Ex-
change Act of 1934 is further amended by striking section 
14B. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply beginning on the date that is 2 
years after the date of the enactment of this Act. 
SEC. 503. EXTENSION OF CERTAIN REQUIREMENTS FOR DI-
RECTORS AND OFFICERS. 
(a) IN GENERAL.—Section 16 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78p) is amended by adding 
at the end the following: 
‘‘(h) PERSONS CEASING TO BE DIRECTORS OR OFFI-
CERS.— 
‘‘(1) CONTINUED APPLICABILITY OF REQUIRE-
MENTS.—During the period beginning on the date 
on which a person ceases to be a director or officer 
described in subsection (a)(1) with respect to an 
issuer and ending on the date that is 1 year there-
after, such person shall continue to be subject to 
this section (except as provided in paragraph (2)) in 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00021
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
the same manner and to the same extent as if such 
person had not so ceased. 
‘‘(2) PROHIBITION ON SELLING MORE THAN 25 
PERCENT OF STOCK OF ISSUER.—If a person ceases 
to be a director or officer described in subsection 
(a)(1) with respect to an issuer, such person may 
not, during the period that begins on the first day 
of the last full fiscal quarter of the issuer in which 
such person is such a director or officer and ends on 
the date that is 1 year after the date on which such 
person so ceases, sell more than 25 percent of the 
equity securities of such issuer (other than an ex-
empted security) that such person owns on the first 
day of such period.’’. 
(b) CONFORMING AMENDMENT.—Section 16(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78p(d)) 
is amended by striking ‘‘subsection (c)’’ and inserting 
‘‘subsections (c) and (h)(2)’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply to a person who ceases to be a 
director or officer described in section 16(a)(1) of the Se-
curities Exchange Act of 1934 after the date that is 1 
year after the date of the enactment of this Act. 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00022
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
TITLE VI—PREVENTION OF TAX-
PAYER DOLLARS BEING USED 
FOR LABOR BUSTING 
SEC. 601. LIMITATION ON THE ALLOWABILITY OF COSTS. 
(a) AMENDMENT.—Chapter 43 of division C of sub-
title I of title 41, United States Code, is amended by add-
ing at the end the following new section: 
‘‘§ 4311. Limitation on the allowability of costs 
‘‘(a) IN GENERAL.—Costs incurred by a contractor 
relating to any covered activity are not allowable as reim-
bursable costs under a contract entered into by an execu-
tive agency. Such unallowable costs shall be excluded from 
any billing, claim, proposal, or disbursement applicable to 
any such contract. 
‘‘(b) COVERED ACTIVITIES.—For purposes of sub-
section (a), a covered activity, with respect to a contract 
entered into by an executive agency, includes any activity 
undertaken to persuade employees of the contractor to ex-
ercise or not to exercise, or concerning the manner of exer-
cising, rights to organize and bargain collectively through 
representatives of the employees’ own choosing, and in-
cludes the following: 
‘‘(1) Preparing and distributing materials. 
‘‘(2) Hiring or consulting legal counsel or con-
sultants. 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00023
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
‘‘(3) Holding meetings (including paying the 
salaries of the attendees at meetings held for this 
purpose). 
‘‘(4) Planning or conducting activities by man-
agers, supervisors, or union representatives during 
work hours. 
‘‘(c) EXCEPTION.—The costs described in subsection 
(a) do not include costs of maintaining satisfactory rela-
tions between the contractor and its employees, including 
costs of labor-management committees, employee publica-
tions (other than those undertaken to persuade employees 
to exercise or not to exercise, or concerning the manner 
of exercising, the right to organize and bargain collec-
tively), and other related activities.’’. 
(b) TECHNICAL AND CONFORMING AMENDMENT.— 
The table of sections at the beginning of chapter 43 of 
division C of subtitle I of title 41, United States Code, 
is amended by adding after the item relating to section 
4310 the following new item: 
‘‘4311. Limitation on the allowability of costs.’’. 
(c) EXISTING FAR APPLICATION.—Section 31.205– 
21 of title 48, Code of Federal Regulations (relating to 
labor relations costs), shall be considered to implement the 
provisions of section 4311 of title 41, United States Code, 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00024
Fmt 6652
Sfmt 6201
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS
as added by subsection (a), and may be revised as nec-
essary. 
Æ 
VerDate Sep 11 2014 
23:50 May 05, 2017
Jkt 069200
PO 00000
Frm 00025
Fmt 6652
Sfmt 6301
E:\BILLS\H2275.IH
H2275
lotter on DSK5VPTVN1PROD with BILLS