‘‘(C) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17 of the 
Code of Federal Regulations, or any successor 
thereto.’’. 
(c) OTHER DEFINITIONS.—As used in this title, the 
following definitions shall apply: 
(1) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) INITIAL
PUBLIC
OFFERING
DATE.—The 
term ‘‘initial public offering date’’ means the date of 
the first sale of common equity securities of an 
issuer pursuant to an effective registration state-
ment under the Securities Act of 1933. 
SEC. 3. DISCLOSURE OBLIGATIONS. 
(a) EXECUTIVE COMPENSATION.— 
(1) EXEMPTION.—Section 14A(e) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78n–1(e)) is 
amended— 
(A) by inserting ‘‘An emerging growth 
company shall be exempt from the requirements 
of subsections (a) and (b).’’ before ‘‘The Com-
mission may’’; and 
(B) by striking ‘‘an issuer’’ and inserting 
‘‘any other issuer’’. 
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(2) PROXIES.—Section 14(i) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78n(i)) is amend-
ed by inserting ‘‘, for any issuer other than an 
emerging growth company,’’ after ‘‘including’’. 
(3) 
COMPENSATION
DISCLOSURES.—Section 
953(b)(1) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act of 2010 (Public Law 
111–203; 124 Stat. 1904) is amended by inserting 
‘‘, other than an emerging growth company, as that 
term is defined in section 3(a) of the Securities Ex-
change Act of 1934,’’ after ‘‘require each issuer’’. 
(b) FINANCIAL DISCLOSURES.— 
(1) SECURITIES ACT OF 1933.—Section 7(a) of 
the Securities Act of 1933 (15 U.S.C. 77g(a)) is 
amended by adding at the end the following: ‘‘An 
emerging growth company need not present more 
than 2 years of audited financial statements in order 
for the registration statement of such emerging 
growth company with respect to an initial public of-
fering of its common equity securities to be effective, 
and in any other registration statement to be filed 
with the Commission, an emerging growth company 
need not present financial data for any period prior 
to the earliest audited period presented in connection 
with its initial public offering.’’. 
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(2) SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m(a)) is amended by adding at the 
end the following: ‘‘In any registration statement, 
periodic report, or other reports to be filed with the 
Commission, an emerging growth company need not 
present financial data for any period prior to the 
earliest audited period presented in connection with 
its initial public offering.’’. 
(c) NEW ACCOUNTING PRONOUNCEMENTS.—Section 
19(b)(1)(A) of the Securities Act of 1933 (15 U.S.C. 
77s(b)(1)(A)) is amended— 
(1) in clause (iv), by striking ‘‘and’’ at the end; 
and 
(2) by adding at the end the following: 
‘‘(vi) has not established any account-
ing principles that would require an emerg-
ing growth company to comply with any 
new or revised financial accounting stand-
ard as of an effective date that is earlier 
than the effective date that applies to a 
company that is not an issuer, as defined 
in section 2(a)(7) of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7201(a)(7)); and’’. 
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