IB 
Union Calendar No. 58 
118TH CONGRESS 
1ST SESSION H. R. 2795 
[Report No. 118–79] 
To amend the Securities Exchange Act of 1934 to require issuers with 
a multi-class stock structure to make certain disclosures in any proxy 
or consent solicitation material, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 24, 2023 
Mr. MEEKS introduced the following bill; which was referred to the Committee 
on Financial Services 
MAY 30, 2023 
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 April 24, 2023] 
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A BILL 
To amend the Securities Exchange Act of 1934 to require 
issuers with a multi-class stock structure to make certain 
disclosures in any proxy or consent solicitation material, 
and for other purposes. 
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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 ‘‘Enhancing Multi-Class 
Share Disclosures Act’’. 
SEC. 2. DISCLOSURE RELATING TO MULTI-CLASS SHARE 
STRUCTURES. 
Section 14 of the Securities Exchange Act of 1934 (15 
U.S.C. 78n) is amended by adding at the end the following: 
‘‘(l) DISCLOSURE RELATING TO MULTI-CLASS SHARE 
STRUCTURES.— 
‘‘(1) DISCLOSURE.—The Commission shall, by 
rule, require each issuer with a multi-class share 
structure to disclose the information described in 
paragraph (2) in any proxy or consent solicitation 
material for an annual meeting of the shareholders of 
the issuer, or any other filing as the Commission de-
termines appropriate. 
‘‘(2) CONTENT.—A disclosure made under para-
graph (1) shall include, with respect to each person 
who is a director, director nominee, or named execu-
tive officer of the issuer, or who is the beneficial 
owner of securities with 5 percent or more of the total 
combined voting power of all classes of securities enti-
tled to vote in the election of directors— 
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‘‘(A) the number of shares of all classes of 
securities entitled to vote in the election of direc-
tors beneficially owned by such person, expressed 
as a percentage of the total number of the out-
standing securities of the issuer entitled to vote 
in the election of directors; and 
‘‘(B) the amount of voting power held by 
such person, expressed as a percentage of the 
total combined voting power of all classes of the 
securities of the issuer entitled to vote in the elec-
tion of directors. 
‘‘(3) MULTI-CLASS SHARE STRUCTURE.—In this 
subsection, the term ‘multi-class share structure’ 
means a capitalization structure that contains 2 or 
more classes of securities that have differing amounts 
of voting rights in the election of directors.’’. 
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Union Calendar No. 58 
118TH CONGRESS 
1ST SESSION 
H. R. 2795 
[Report No. 118–79] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
require issuers with a multi-class stock structure 
to make certain disclosures in any proxy or con-
sent solicitation material, and for other purposes. 
MAY 30, 2023 
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 
00:31 May 31, 2023
Jkt 039200
PO 00000
Frm 00006
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Sfmt 6651
E:\BILLS\H2795.RH
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