I 
118TH CONGRESS 
1ST SESSION H. R. 3694 
To prohibit public companies from repurchasing their shares on the open 
market, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 25, 2023 
Mr. GARCI´A of Illinois (for himself, Mr. KHANNA, Ms. HOYLE of Oregon, Mr. 
BOWMAN, Ms. BUSH, Mr. CARSON, Mr. CASAR, Ms. DELAURO, Mr. 
DELUZIO, Mr. DESAULNIER, Mr. FROST, Mr. GRIJALVA, Ms. JACKSON 
LEE, Ms. JAYAPAL, Mr. JOHNSON of Georgia, Mr. LANDSMAN, Ms. LEE 
of California, Ms. LEE of Pennsylvania, Mr. LIEU, Ms. MCCOLLUM, Mr. 
MCGOVERN, Mr. NORCROSS, Ms. NORTON, Ms. OCASIO-CORTEZ, Ms. 
OMAR, Mr. POCAN, Ms. PORTER, Ms. SCHAKOWSKY, Ms. TLAIB, and 
Mrs. WATSON COLEMAN) introduced the following bill; which was re-
ferred to the Committee on Financial Services 
A BILL 
To prohibit public companies from repurchasing their shares 
on the open market, and for other purposes. 
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 ‘‘Reward Work Act’’. 
SEC. 2. PROHIBITION ON STOCK BUYBACKS ON THE OPEN 
MARKET. 
(a) DEFINITIONS.—In this section— 
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(1) the terms ‘‘equity security’’, ‘‘exchange’’, 
and ‘‘issuer’’ have the meanings given the terms in 
section 3 of the Securities Exchange Act of 1934 
(15 U.S.C. 78c); and 
(2) the term ‘‘national securities exchange’’ 
means an exchange registered under section 6 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78f). 
(b) PROHIBITIONS.—Notwithstanding any other pro-
vision of law, no issuer may purchase an equity security 
of the issuer on a national securities exchange. 
(c) NO FORCE OR EFFECT.—Section 240.10b–18 of 
title 17, Code of Federal Regulations, shall have no force 
or effect. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed to affect tender offers subject to 
section 240.13e–4 and sections 240.14e–1 through 
240.14f–1 of title 17, Code of Federal Regulations. 
SEC. 3. WORKER REPRESENTATION ON CORPORATE BOARD 
OF DIRECTORS. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘director’’ has the meaning given 
the term in section 3 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c); and 
(2) the term ‘‘employee’’— 
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(A) has the meaning given the term in sec-
tion 2 of the National Labor Relations Act (29 
U.S.C. 152); and 
(B) includes any individual employed by an 
employer subject to the Railway Labor Act (45 
U.S.C. 151 et seq.). 
(b) REGISTRATION REQUIREMENTS
FOR SECURI-
TIES.—Section 12 of the Securities Exchange Act of 1934 
(15 U.S.C. 78l) is amended by adding at the end the fol-
lowing: 
‘‘(m) No issuer may register securities on a national 
exchange unless at least 1⁄3 of the issuer’s directors are 
chosen by the issuing company’s employees in a one-em-
ployee-one-vote election process.’’. 
(c) POLICY.—The Securities and Exchange Commis-
sion, in consultation with the National Labor Relations 
Board, shall promulgate regulations— 
(1) to ensure that director elections at issuing 
firms are fair and democratic; and 
(2) to ensure that 1⁄3 of an issuer’s board of di-
rectors will be composed of employee representatives 
within 2 years of the date of enactment of this Act. 
SEC. 4. REGULATIONS. 
The Securities and Exchange Commission shall pro-
mulgate regulations to direct national securities exchanges 
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and issuers, as defined in section 2(a), to comply with this 
Act and the amendments made by this Act. 
Æ 
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