HR 3269 RFS 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate and Finan-
cial Institution Compensation Fairness Act of 2009’’. 
SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSA-
TION DISCLOSURES. 
Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the fol-
lowing new subsection: 
‘‘(i) ANNUAL SHAREHOLDER APPROVAL OF EXECU-
TIVE COMPENSATION.— 
‘‘(1) ANNUAL VOTE.—Any proxy or consent or 
authorization (the solicitation of which is subject to 
the rules of the Commission pursuant to subsection 
(a)) for an annual meeting of the shareholders to 
elect directors (or a special meeting in lieu of such 
meeting) where proxies are solicited in respect of 
any security registered under section 12 occurring 
on or after the date that is 6 months after the date 
on which final rules are issued under paragraph (4), 
shall provide for a separate shareholder vote to ap-
prove the compensation of executives as disclosed 
pursuant to the Commission’s compensation disclo-
sure rules for named executive officers (which disclo-
sure shall include the compensation committee re-
port, the compensation discussion and analysis, the 
compensation tables, and any related materials, to 
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the extent required by such rules). The shareholder 
vote shall not be binding on the issuer or the board 
of directors and shall not be construed as overruling 
a decision by such board, nor to create or imply any 
additional fiduciary duty by such board, nor shall 
such vote be construed to restrict or limit the ability 
of shareholders to make proposals for inclusion in 
such proxy materials related to executive compensa-
tion. 
‘‘(2) SHAREHOLDER
APPROVAL
OF
GOLDEN 
PARACHUTE COMPENSATION.— 
‘‘(A) DISCLOSURE.—In any proxy or con-
sent solicitation material (the solicitation of 
which is subject to the rules of the Commission 
pursuant to subsection (a)) for a meeting of the 
shareholders occurring on or after the date that 
is 6 months after the date on which final rules 
are issued under paragraph (4), at which share-
holders are asked to approve an acquisition, 
merger, consolidation, or proposed sale or other 
disposition of all or substantially all the assets 
of an issuer, the person making such solicita-
tion shall disclose in the proxy or consent solici-
tation material, in a clear and simple form in 
accordance with regulations to be promulgated 
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by the Commission, any agreements or under-
standings that such person has with any named 
executive officers of such issuer (or of the ac-
quiring issuer, if such issuer is not the acquir-
ing issuer) concerning any type of compensation 
(whether present, deferred, or contingent) that 
is based on or otherwise relates to the acquisi-
tion, merger, consolidation, sale, or other dis-
position of all or substantially all of the assets 
of the issuer and the aggregate total of all such 
compensation that may (and the conditions 
upon which it may) be paid or become payable 
to or on behalf of such executive officer. 
‘‘(B) 
SHAREHOLDER
APPROVAL.—Any 
proxy or consent or authorization relating to 
the proxy or consent solicitation material con-
taining the disclosure required by subparagraph 
(A) shall provide for a separate shareholder 
vote to approve such agreements or under-
standings and compensation as disclosed, unless 
such agreements or understandings have been 
subject to a shareholder vote under paragraph 
(1). A vote by the shareholders shall not be 
binding on the issuer or the board of directors 
of the issuer or the person making the solicita-
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tion and shall not be construed as overruling a 
decision by any such person or issuer, nor to 
create or imply any additional fiduciary duty by 
any such person or issuer. 
‘‘(3) DISCLOSURE
OF
VOTES.—Every institu-
tional investment manager subject to section 13(f) 
shall report at least annually how it voted on any 
shareholder vote pursuant to paragraphs (1) or (2) 
of this section, unless such vote is otherwise required 
to be reported publicly by rule or regulation of the 
Commission. 
‘‘(4) RULEMAKING.—Not later than 6 months 
after the date of the enactment of the Corporate and 
Financial Institution Compensation Fairness Act of 
2009, the Commission shall issue final rules to im-
plement this subsection. 
‘‘(5) EXEMPTION
AUTHORITY.—The Commis-
sion may exempt certain categories of issuers from 
the requirements of this subsection, where appro-
priate in view of the purpose of this subsection. In 
determining appropriate exemptions, the Commis-
sion shall take into account, among other consider-
ations, the potential impact on smaller reporting 
issuers.’’. 
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SEC. 3. COMPENSATION COMMITTEE INDEPENDENCE. 
(a) STANDARDS RELATING TO COMPENSATION COM-
MITTEES.—The Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by inserting after section 
10A the following new section: 
‘‘SEC. 10B. STANDARDS RELATING TO COMPENSATION COM-
MITTEES. 
‘‘(a) COMMISSION RULES.— 
‘‘(1) IN GENERAL.—Effective not later than 9 
months after the date of enactment of the Corporate 
and Financial Institution Compensation Fairness 
Act of 2009, the Commission shall, by rule, direct 
the national securities exchanges and national secu-
rities associations to prohibit the listing of any class 
of equity security of an issuer that is not in compli-
ance with the requirements of any portion of sub-
sections (b) through (f). 
‘‘(2) OPPORTUNITY TO CURE DEFECTS.—The 
rules of the Commission under paragraph (1) shall 
provide for appropriate procedures for an issuer to 
have an opportunity to cure any defects that would 
be the basis for a prohibition under paragraph (1) 
before the imposition of such prohibition. 
‘‘(3) EXEMPTION
AUTHORITY.—The Commis-
sion may exempt certain categories of issuers from 
the requirements of subsections (b) through (f), 
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