I 
118TH CONGRESS 
1ST SESSION H. R. 4177 
To amend the Securities Exchange Act of 1934 to require the submission 
by issuers of data relating to diversity, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 15, 2023 
Mr. MEEKS introduced the following bill; which was referred to the Committee 
on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to require 
the submission by issuers of data relating to diversity, 
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 ‘‘Improving Corporate 
Governance Through Diversity Act of 2023’’. 
SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY 
ISSUERS. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the 
following: 
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‘‘(s) SUBMISSION OF DATA RELATING TO DIVER-
SITY.— 
‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘executive officer’ has the 
meaning given the term in section 230.501(f) of 
title 17, Code of Federal Regulations, as in ef-
fect on the date of enactment of this subsection; 
and 
‘‘(B) the term ‘veteran’ has the meaning 
given the term in section 101 of title 38, United 
States Code. 
‘‘(2) 
SUBMISSION
OF
DISCLOSURE.—Each 
issuer required to file an annual report under sub-
section (a) shall disclose in any proxy statement and 
any information statement relating to the election of 
directors filed with the Commission the following: 
‘‘(A) Data, based on voluntary self-identi-
fication, on the racial, ethnic, and gender com-
position of— 
‘‘(i) the board of directors of the 
issuer; 
‘‘(ii) nominees for the board of direc-
tors of the issuer; and 
‘‘(iii) the executive officers of the 
issuer. 
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‘‘(B) The status of any member of the 
board of directors of the issuer, any nominee 
for the board of directors of the issuer, or any 
executive officer of the issuer, based on vol-
untary self-identification, as a veteran. 
‘‘(C) Whether the board of directors of the 
issuer, or any committee of that board of direc-
tors, has, as of the date on which the issuer 
makes a disclosure under this paragraph, 
adopted any policy, plan, or strategy to promote 
racial, ethnic, and gender diversity among— 
‘‘(i) the board of directors of the 
issuer; 
‘‘(ii) nominees for the board of direc-
tors of the issuer; or 
‘‘(iii) the executive officers of the 
issuer. 
‘‘(3) ALTERNATIVE
SUBMISSION.—In any 1- 
year period in which an issuer required to file an an-
nual report under subsection (a) does not file with 
the Commission a proxy statement or an information 
statement relating to the election of directors, the 
issuer shall disclose the information required under 
paragraph (2) in the first annual report of issuer 
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that the issuer submits to the Commission after the 
end of that 1-year period. 
‘‘(4) ANNUAL
REPORT.—Not later than 18 
months after the date of enactment of this sub-
section, and annually thereafter, the Commission 
shall submit to the Committee on Financial Services 
of the House of Representatives and the Committee 
on Banking, Housing, and Urban Affairs of the Sen-
ate, and publish on the website of the Commission, 
a report that analyzes the information disclosed 
under paragraphs (2) and (3) and identifies any 
trends with respect to such information. 
‘‘(5) BEST PRACTICES.— 
‘‘(A) IN GENERAL.—The Director of the 
Office of Minority and Women Inclusion of the 
Commission shall, not later than 3 years after 
the date of enactment of this subsection, and 
every 3 years thereafter, publish best practices 
for compliance with this subsection. 
‘‘(B) COMMENTS.—The Director of the Of-
fice of Minority and Women Inclusion of the 
Commission may, pursuant to subchapter II of 
chapter 5 of title 5, United States Code, solicit 
public comments related to the best practices 
published under subparagraph (A).’’. 
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SEC. 3. DIVERSITY ADVISORY GROUP. 
(a) DEFINITIONS.—For the purposes of this section: 
(1) ADVISORY
GROUP.—The term ‘‘Advisory 
Group’’ means the Diversity Advisory Group estab-
lished under subsection (b). 
(2) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(3) ISSUER.—The term ‘‘issuer’’ has the mean-
ing given the term in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)). 
(b) ESTABLISHMENT.—The Commission shall estab-
lish a Diversity Advisory Group, which shall be composed 
of representatives from— 
(1) the Federal Government and State and local 
governments; 
(2) academia; and 
(3) the private sector. 
(c) STUDY AND RECOMMENDATIONS.—The Advisory 
Group shall— 
(1) carry out a study that identifies strategies 
that can be used to increase gender, racial, and eth-
nic diversity among members of boards of directors 
of issuers; and 
(2) not later than 270 days after the date on 
which the Advisory Group is established, submit to 
the Commission, the Committee on Financial Serv-
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ices of the House of Representatives, and the Com-
mittee on Banking, Housing, and Urban Affairs of 
the Senate a report that— 
(A) describes any findings from the study 
conducted under paragraph (1); and 
(B) makes recommendations regarding 
strategies that issuers could use to increase 
gender, racial, and ethnic diversity among 
board members. 
(d) ANNUAL REPORT.—Not later than 1 year after 
the date on which the Advisory Group submits the report 
required under subsection (c)(2), and annually thereafter, 
the Commission shall submit to the Committee on Finan-
cial Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs of 
the Senate a report that describes the status of gender, 
racial, and ethnic diversity among members of the boards 
of directors of issuers. 
(e) PUBLIC AVAILABILITY OF REPORTS.—The Com-
mission shall make all reports of the Advisory Group avail-
able to issuers and the public, including on the website 
of the Commission. 
(f) INAPPLICABILITY OF FEDERAL ADVISORY COM-
MITTEE ACT.—The Federal Advisory Committee Act (5 
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U.S.C. App.) shall not apply with respect to the Advisory 
Group or the activities of the Advisory Group. 
Æ 
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