In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
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Question: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Iran Human Rights Sanctions Act''.

SEC. 2. FINDINGS.

    Congress makes the following findings:
            (1) Iran voted in the United Nations General Assembly on 
        December 10, 1948, to adopt the Universal Declaration of Human 
        Rights, thereby committing to guarantee the ``life, liberty, 
        and security of person'' of all people and rejecting ``cruel, 
        inhuman, or degrading treatment or punishment''.
            (2) The Constitution of the Islamic Republic of Iran 
        guarantees certain human rights and fundamental freedoms, 
        including political and civil rights, along with economic, 
        social, and cultural rights, including a prohibition on torture 
        and a guarantee of sentencing according to the law.
            (3) The Islamic Republic of Iran is a party to 4 major 
        United Nations human rights treaties: the Convention on the 
        Rights of the Child (which it ratified on July 13, 1994), the 
        International Convention on the Elimination of All Forms of 
        Racial Discrimination (which it ratified on August 29, 1968), 
        and the International Covenant on Civil and Political Rights 
        and the International Covenant on Economic, Social and Cultural 
        Rights (both of which it ratified on June 24, 1975).
            (4) The Government of the Islamic Republic of Iran is 
        violating its international and constitutional obligations to 
        respect the human rights and fundamental freedoms of its 
        citizens, including by--
                    (A) using torture and cruel, inhuman, or degrading 
                treatment or punishment, including flogging, and 
                amputations;
                    (B) carrying out an increasingly high rate of 
                executions in the absence of internationally recognized 
                safeguards, including public executions and executions 
                of juvenile offenders;
                    (C) using stoning as a method of execution and 
                maintaining a high number of persons in prison who 
                continue to face sentences of execution by stoning;
                    (D) carrying out arrests, violent repression, and 
                sentencing of women exercising their right to peaceful 
                assembly, a campaign of intimidation against women's 
                rights defenders, and continuing discrimination against 
                women and girls;
                    (E) permitting or carrying out increasing 
                discrimination and other human rights violations 
                against persons belonging to religious, ethnic, 
                linguistic, or other minorities;
                    (F) imposing ongoing, systematic, and serious 
                restrictions of freedom of peaceful assembly and 
                association and freedom of opinion and expression, 
                including the continuing closures of media outlets, 
                arrests of journalists, and the censorship of 
                expression in online forums such as blogs and websites; 
                and
                    (G) imposing severe limitations and restrictions on 
                freedom of religion and belief, including by carrying 
                out arbitrary arrests, indefinite detentions, and 
                lengthy jail sentences for those exercising their 
                rights to freedom of religion or belief and proposing a 
                provision in a draft penal code that sets out a 
                mandatory death sentence for apostasy, the abandoning 
                of one's faith.
            (5) On June 19, 2009, the United Nations High Commissioner 
        for Human Rights expressed concerns about the increasing number 
        of arrests not in conformity with the law and the illegal use 
        of excessive force in responding to protests following the June 
        12, 2009, elections in Iran, resulting in at least dozens of 
        deaths and hundreds of injuries.
            (6) On August 1, 2009, authorities in the Islamic Republic 
        of Iran began a mass trial of more than 100 individuals in 
        connection with election protests, most of whom were held for 
        weeks, in solitary confinement, with little or no access to 
        their lawyers or families, and many of whom showed signs of 
        torture or abuse.
            (7) The Supreme Leader of Iran issued a statement on 
        October 28, 2009, effectively criminalizing dissent in the 
        aftermath of the national election of June 12, 2009.
            (8) On November 4, 2009, security forces in the Islamic 
        Republic of Iran used brutal force to disperse thousands of 
        protesters, resulting in a number of injuries and arrests, in 
        violation of international standards regarding the 
        proportionate use of force against peaceful demonstrations.
            (9) At least 8 citizens of Iran were killed and an 
        undetermined number were injured on December 27, 2009, when 
        security forces of the Islamic Republic of Iran violently broke 
        up peaceful gatherings during the Ashura holiday.
            (10) The Government of the Islamic Republic of Iran has 
        recently sentenced numerous Iranian citizens to death without 
        due process for politicized crimes relating to the peaceful 
        demonstrations that followed the June 12, 2009, elections, 
        including ``waging war against God'', and has begun carrying 
        out those execution sentences, including the death by hanging 
        of 2 individuals on January 28, 2010.

SEC. 3. IMPOSITION OF SANCTIONS ON CERTAIN PERSONS WHO ARE COMPLICIT IN 
              HUMAN RIGHTS ABUSES COMMITTED AGAINST CITIZENS OF IRAN OR 
              THEIR FAMILY MEMBERS AFTER THE JUNE 12, 2009, ELECTIONS 
              IN IRAN.

    (a) In General.--Except as provided in subsections (d) and (e), the 
President shall impose sanctions described in subsection (c) with 
respect to each person on the list required by subsection (b).
    (b) List of Persons Who Are Complicit in Certain Human Rights 
Abuses.--
            (1) In general.--Not later than 90 days after the date of 
        the enactment of this Act, the President shall submit to the 
        appropriate congressional committees a list of persons who are 
        citizens of Iran that the President determines are complicit in 
        human rights abuses committed against citizens of Iran or their 
        family members on or after June 12, 2009, regardless of whether 
        such abuses occurred in Iran.
            (2) Updates of list.--The President shall submit to the 
        appropriate congressional committees an updated list under 
        paragraph (1) periodically and as new information becomes 
        available.
            (3) Public availability.--The list required by paragraph 
        (1) shall be made available to the public and posted on the 
        websites of the Department of the Treasury and the Department 
        of State.
            (4) Consideration of data from other countries and 
        nongovernmental organizations.--In preparing the list required 
        by paragraph (1), the President shall consider data already 
        obtained by other countries and nongovernmental organizations, 
        including organizations in Iran, that monitor the human rights 
        abuses of the Government of Iran.
    (c) Sanctions Described.--The sanctions described in this 
subsection are the following:
            (1) Visa ban.--Ineligibility for a visa to enter the United 
        States.
            (2) Financial sanctions.--Sanctions authorized under the 
        International Emergency Economic Powers Act (50 U.S.C. 1701 et 
        seq.), including blocking of property and restrictions or 
        prohibitions on financial transactions and the exportation and 
        importation of property.
    (d) Exceptions To Comply With International Agreements.--The 
President may, by regulation, authorize exceptions to the imposition of 
sanctions under this section to permit the United States to comply with 
the Agreement between the United Nations and the United States of 
America regarding the Headquarters of the United Nations, signed June 
26, 1947, and entered into force November 21, 1947, and other 
applicable international agreements.
    (e) Waiver.--The President may waive the requirement to impose or 
maintain sanctions with respect to a person under subsection (a) or the 
requirement to include a person on the list required by subsection (b) 
if the President--
            (1) determines that such a waiver is in the national 
        interest of the United States; and
            (2) submits to the appropriate congressional committees a 
        report describing the reasons for the determination.
    (f) Termination of Sanctions.--The provisions of this section shall 
cease to have force and effect on the date on which the President 
determines and certifies to the appropriate congressional committees 
that the Government of Iran has--
            (1) unconditionally released all political prisoners, 
        including the citizens of Iran detained in the aftermath of the 
        June 12, 2009, presidential election in Iran;
            (2) ceased its practices of violence, unlawful detention, 
        torture, and abuse of citizens of Iran while engaging in 
        peaceful political activity; and
            (3) conducted a transparent investigation into the 
        killings, arrest, and abuse of peaceful political activists in 
        Iran and prosecuted those responsible.
    (g) Appropriate Congressional Committees Defined.--In this section, 
the term ``appropriate congressional committees'' has the meaning given 
that term in section 14(2) of the Iran Sanctions Act of 1996 (Public 
Law 104-172; 50 U.S.C. 1701 note).

Answer: Iran Human Rights Sanctions Act - Directs the President to impose visa entry and financial sanctions on a person determined to be complicit in human rights abuses committed against Iranian citizens or their family members on or after June 12, 2009, regardless of whether such abuses occurred in Iran.

Requires that: (1) the list of such persons required by this Act be made available to the public and posted on the Department of the Treasury and the Department of State websites; and (2) the President consider data obtained by other countries and nongovernmental organizations that monitor Iran's human rights abuses in preparing such list.

Authorizes the President to: (1) not apply such sanctions in order to permit U.S. compliance with the Agreement between the United Nations and the United States of America regarding the Headquarters of the United Nations and other international agreements; and (2) waive such sanctions if in the U.S. national interest.

Terminates sanctions upon presidential certification to Congress that the government of Iran has: (1) released all political prisoners; (2) ceased its practices of violence and abuse of Iranian citizens engaging in peaceful political activity; and (3) conducted a transparent investigation into the killings and abuse of peaceful political activists in Iran and prosecuted those responsible.


Question: SECTION 1. RENEWAL COMMUNITY TAX INCENTIVES.

    (a) In General.--Subsection (b) of section 1400E of the Internal 
Revenue Code of 1986 is amended--
            (1) by striking ``December 31, 2009'' in paragraphs (1)(A) 
        and (3) and inserting ``December 31, 2012''; and
            (2) by striking ``January 1, 2010'' in paragraph (3) and 
        inserting ``January 1, 2013''.
    (b) Zero-Percent Capital Gains Rate.--
            (1) Acquisition date.--Paragraphs (2)(A)(i), (3)(A), 
        (4)(A)(i), and (4)(B)(i) of section 1400F(b) of such Code are 
        each amended by striking ``January 1, 2010'' and inserting 
        ``January 1, 2013''.
            (2) Limitation on period of gains.--Paragraph (2) of 
        section 1400F(c) of such Code is amended--
                    (A) by striking ``December 31, 2014'' and inserting 
                ``December 31, 2017''; and
                    (B) by striking ``2014'' in the heading and 
                inserting ``2017''.
            (3) Applicable rules.--Subsection (d) of section 1400F is 
        amended--
                    (A) by striking ``December 31, 2014'' the first 
                place it appears and inserting ``December 31, 2017'', 
                and
                    (B) by striking ``December 31, 2014'' the second 
                place it appears and inserting ``December 31, 2016''.
    (c) Commercial Revitalization Deduction.--
            (1) Extension.--
                    (A) In general.--Subsection (g) of section 1400I of 
                such Code is amended by striking ``December 31, 2009'' 
                and inserting ``December 31, 2012''.
                    (B) Conforming amendment.--Subparagraph (A) of 
                section 1400I(d)(2) of such Code is amended by striking 
                ``after 2001 and before 2010'' and inserting ``which 
                begins after 2001 and before the date referred to in 
                subsection (g)''.
            (2) Carryforward of unallocated state commercial 
        revitalization expenditure ceiling.--
                    (A) In general.--Paragraph (1) of section 1400I(d) 
                of such Code is amended to read as follows:
            ``(1) In general.--The aggregate commercial revitalization 
        expenditure amount which a commercial revitalization agency may 
        allocate for any calendar year is the amount equal to the sum 
        of--
                    ``(A) the amount of the State commercial 
                revitalization expenditure ceiling determined under 
                this paragraph for such calendar year for such agency 
                (determined without regard to subparagraph (B)), and
                    ``(B) the aggregate of the unused State commercial 
                revitalization expenditure ceilings determined under 
                this paragraph for such agency for each of the 2 
                preceding calendar years.
        For purposes of subparagraph (B), amounts of expenditure 
        ceiling shall be treated as allocated by an agency first from 
        unused amounts for the second preceding calendar year, then 
        from unused amounts for the 1st preceding calendar year, and 
        then from amounts from the current year State allocation.''.
                    (B) Effective date.--The amendment made by this 
                subsection shall apply to calendar years beginning 
                after the date of the enactment of this Act.
    (d) Increased Expensing Under Section 179.--Subparagraph (A) of 
section 1400J(b)(1) of such Code is amended by striking ``January 1, 
2010'' and inserting ``January 1, 2013''.
    (e) Treatment of Certain Termination Dates Specified in 
Nominations.--In the case of a designation of a renewal community the 
nomination for which included a termination date which is 
contemporaneous with the date specified in subparagraph (A) of section 
1400E(b)(1) of the Internal Revenue Code of 1986 (as in effect before 
the enactment of this Act), subparagraph (B) of such section shall not 
apply with respect to such designation unless, after the date of the 
enactment of this section, the entity which made such nomination 
reconfirms such termination date, or amends the nomination to provide 
for a new termination date, in such manner as the Secretary of the 
Treasury (or the Secretary's designee) may provide.
    (f) Effective Dates.--
            (1) In general.--Except as otherwise provided in this 
        subsection, the amendments made by this section shall apply to 
        periods after December 31, 2009.
            (2) Acquisitions.--The amendments made by subsections 
        (b)(1) and (d) shall apply to acquisitions after December 31, 
        2009.
            (3) Commercial revitalization deduction.--
                    (A) In general.--The amendment made by subsection 
                (c)(1) shall apply to buildings placed in service after 
                December 31, 2009.
                    (B) Conforming amendment.--The amendment made by 
                subsection (c)(2) shall apply to calendar years 
                beginning after December 31, 2009.

Answer: Amends the Internal Revenue Code to extend through December 31, 2012, the designation period of areas as renewal communities and tax incentives for investment in such areas, including: (1) the exclusion from gross income for income tax purposes of gain from the sale or exchange of assets (stock or business property) in such areas, (2) the tax deduction for commercial revitalization expenditures in such areas, and (3) an increased expensing allowance for the acquisition of business and investment assets in such areas.


Question: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Shareholder Empowerment Act of 
2009''.

SEC. 2. MAJORITY VOTING FOR DIRECTORS.

    The Securities Exchange Act of 1934 is amended by adding after 
section 16 the following new section:

``SEC. 16A. ELECTION OF DIRECTORS.

    ``(a) Standards Relating to Election of Directors.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Standards for election of directors.--
                    ``(A) Majority voting.--Each issuer shall, to the 
                extent permitted under State law, provide in its 
                governing documents that--
                            ``(i) directors in uncontested elections 
                        shall be elected by a majority of the votes 
                        cast as to each nominee; and
                            ``(ii) in contested elections where the 
                        number of nominees exceeds the number of 
                        directors to be elected, directors shall be 
                        elected by the vote of a plurality of the 
                        shares represented at any meeting and entitled 
                        to vote on the election of directors.
                    ``(B) Resignation policy.--Each issuer shall also, 
                to the extent permitted under State law, adopt 
                procedures under which any director who is not elected 
                to a new term shall offer to tender his or her 
                resignation to the board of directors. The board of 
                directors, with the advice of a committee of the board 
                if such a committee has been established for that 
                purpose, shall determine what action should be taken as 
                to that resignation and shall publicly disclose its 
                decision and the rationale for that decision within a 
                reasonable period after certification of the election 
                results.
    ``(b) Shareholder Access to the Proxy in Director Elections.--
            ``(1) Rule.--Not later than 270 days after the date of 
        enactment of this section, the Commission shall, by rule, 
        require that in proxy statements and proxies, authorizations or 
        consents prepared by an issuer pursuant to section 14, the 
        issuer shall identify and provide security holders with an 
        opportunity to vote on candidates for the board of directors 
        who have been nominated by holders in the aggregate at least 1 
        percent of the issuer's voting securities for at least 2 years 
        prior to a record date established by the issuer for a meeting 
        of security holders.
            ``(2) Application.--This rule shall specify the information 
        to be provided to an issuer by security holders who nominate 
        candidates for inclusion in an issuer's proxy materials under 
        this section and shall require the issuer to disclose 
        information about such candidates in the issuer's proxy 
        materials to the same extent that information must be disclosed 
        about candidates nominated by the issuer. This rule shall apply 
        only when eligible security holders have nominated fewer than a 
        majority of the number of directors then authorized to serve on 
        the board of directors, and the rule shall specify procedures 
        to be followed if different security holders nominate 
        candidates sufficient to constitute a majority of the board of 
        directors.
            ``(3) Effective date.--The rule shall apply to proxy voting 
        for meetings of security holders held on or after January 1, 
        2010, except to the extent that a meeting was originally 
        scheduled to be held in 2009, but was adjourned to 2010.
    ``(c) Broker Discretionary Voting in Uncontested Director 
Elections.--Not later than 270 days after the date of enactment of this 
section, the Commission shall by, rule, require that a broker shall not 
be allowed to vote securities on an uncontested election to the board 
of directors of an issuer to the extent that the beneficial owner of 
those securities has not provided specific instructions to the broker. 
The rule shall apply to proxy voting for meetings of security holders 
held on or after January 1, 2010, except to the extent that a meeting 
was originally scheduled to be held in 2009, but was adjourned to 2010.
    ``(d) Independent Chairman of the Board of Directors.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Independent chairman of the board of directors.--Each 
        issuer shall provide in its governing documents or a public 
        statement of corporate policy that, to the extent possible and 
        consistent with the issuer's status as a publicly traded 
        company, the chairman of the board of directors shall be an 
        independent director who has not previously served as an 
        executive officer of the issuer. Such rule shall be implemented 
        with due regard for contracts in existence on the date of 
        enactment of this section. For purposes of this subsection, an 
        `independent director' shall be one who during the preceding 5 
        years has not been--
                    ``(A) employed by the issuer in an executive 
                capacity;
                    ``(B) an employee, director or owner greater than 
                20 percent of the beneficial shares of a firm that is a 
                paid adviser or consultant to the issuer;
                    ``(C) employed by a significant customer or 
                supplier of the issuer;
                    ``(D) a party to a personal services contract with 
                the issuer, as well as with the issuer's Chair, chief 
                executive officer, or other senior executive officer;
                    ``(E) an employee, officer or director of a 
                foundation, university or other non-profit organization 
                that receives the greater of $100,000 or 1 percent of 
                total annual donations from the issuer;
                    ``(F) a relative of an executive of the issuer;
                    ``(G) part of an interlocking directorate in which 
                the issuer's chief executive officer or another 
                executive serves on the board of another issuer 
                employing that director; and
                    ``(H) engaged in any other relationship with the 
                issuer or senior executives that the Commission 
                determines would not render that director an 
                independent director.''.

SEC. 3. EXECUTIVE COMPENSATION REQUIREMENTS.

    The Securities Exchange Act of 1934 is further amended by adding 
after the section 16A, as added by section 2, the following new section

``SEC. 16B. EXECUTIVE COMPENSATION REQUIREMENTS.

    ``(a) Shareholder Approval of Executive Compensation.--
            ``(1) Annual shareholder vote on executive compensation.--
        Any proxy or consent or authorization for an annual or other 
        meeting of an issuer shall permit a separate vote by 
        shareholders to approve the compensation of senior executive 
        officers, as disclosed pursuant to the compensation disclosure 
        rules of the Commission (which disclosure shall include the 
        compensation discussion and analysis, the compensation tables, 
        and any related material).
            ``(2) Non-binding nature of vote.--A shareholder vote 
        described in paragraph (1) shall not be binding on the board of 
        directors of an issuer and may 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 security holders to make 
        proposals for inclusion in proxy materials related to executive 
        compensation.
            ``(3) Deadline for rules.--Not later than 1 year after the 
        date of enactment of this section, the Commission shall issue 
        any final rules and regulations required by this section.
            ``(4) Exception.--This provision shall not apply to any 
        issuer who is subject to a similar recoupment requirement under 
        another provision of Federal law.
    ``(b) Independent Compensation Advisers.--
            ``(1) Requirement.--Not later than 1 year after the date of 
        enactment of this section, the Commission shall, by rule, 
        require that if an issuer's board of directors or a committee 
        thereof retains an individual adviser or advisory firm in 
        conjunction with negotiating employment contracts or 
        compensation agreements with the issuer's executives, the 
        individual adviser and his or her firm shall be independent of 
        the issuer, its executives and directors, and shall report 
        solely to the board of directors or the committee thereof 
        responsible for executive compensation. The rule shall further 
        require that issuers shall not agree to indemnify or limit the 
        liability of compensation advisers or advisory firms.
            ``(2) Determination.--In determining the extent to which an 
        adviser or advisory firm is independent of an issuer within the 
        meaning of this section, the Commission shall consider such 
        matters as--
                    ``(A) the extent (as measured by annual fees and 
                other relevant metrics) to which an individual adviser 
                or advisory firm provides services in conjunction with 
                negotiating employment contracts or compensation 
                agreements with the issuer's executives, as compared to 
                other services that the adviser or advisory firm 
                provides to the issuer or executives;
                    ``(B) whether individual advisers are permitted to 
                hold equity and do hold equity in the issuer; and
                    ``(C) whether an advisory firm's incentive 
                compensation plan links the compensation of individual 
                advisers to the advisory firm's provision of other 
                services to the issuer.
    ``(c) Clawbacks of Unearned Performance-Based Pay.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Recoupment of unearned compensation.--An issuer's 
        board of directors or a committee thereof shall develop and 
        disclose a policy for reviewing unearned bonus payments, 
        incentive payments, or equity payments that were awarded to 
        executive officers owing to fraud, financial results that 
        require restatement, or some other cause. The policy should 
        require recovery or cancellation of any unearned payments to 
        the extent that it is feasible and practical to do so.
            ``(3) Exception.--This provision shall not apply to any 
        issuer who is subject to a similar recoupment requirement under 
        another provision of Federal law.
    ``(d) Severance Agreements Tied to Performance.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Severance agreements tied to performance.--An 
        issuer's board of directors or a committee thereof shall not 
        enter into agreements providing for severance payments to a 
        senior executive officer who is terminated because of poor 
        performance as an executive, as determined by the board of 
        directors. To the extent that an issuer is able to terminate a 
        senior executive officer for cause, poor performance by the 
        executive, as determined by the board of directors, shall be 
        considered as one such cause. The rule shall be implemented 
        with due regard for contracts in existence on the date of 
        enactment of this section.
    ``(e) Improved Disclosure of Compensation Targets.--Not later than 
1 year after the date of enactment of this section, the Commission 
shall, by rule, require additional disclosure of specific performance 
targets that are used by issuers to determine a senior executive 
officer's eligibility for bonuses, equity and incentive compensation. 
The Commission shall consider methods to improve disclosure in 
situations when it is claimed that disclosure would result in 
competitive harm to the issuer, including, requirements that the issuer 
describe its past experience with similar target levels, disclose any 
inconsistencies between compensation targets and targets set in other 
contexts, submit a request for confidential treatment of the 
performance targets under Commission rules, or disclose the data after 
disclosure would no longer be considered competitively harmful.''.

Answer:
Shareholder Empowerment Act of 2009 - Amends the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission (SEC) to prohibit national securities exchanges and associations from listing the securities of any issuer unless, to the extent permitted by state law, such issuer requires: (1) the election of directors who receive the majority of votes in uncontested elections or a plurality of votes in contested elections; and (2) directors who are not reelected to offer to tender their resignations.

Directs the SEC to: (1) require issuers to identify and provide security holders with an opportunity to vote on director candidates who have been nominated by holders of at least 1% of the issuer's voting securities for at least two years, provided security holders have nominated fewer than a majority of the directors then authorized to serve; (2) prohibit brokers from voting securities on an uncontested election to the board of directors without having received specific instructions from the securities' beneficial owners; and (3) requires listed issuers, to the extent possible, to have an independent chairman of their board of directors who has not served as an executive of the issuer.

Requires any proxy or consent or authorization for an annual or other meeting of a securities issuer to permit a separate shareholder vote on executive compensation, though such vote shall not be binding on its board of directors.

Directs the SEC to direct the national securities exchanges and national securities associations to prohibit: (1) issuers from retaining advisors in negotiating executive employment or compensation agreements that are not independent or are protected from liability by such issuers; (2) the listing of issuers that do not have a (clawback) policy of recovering executive payments that were unearned due to fraud, faulty financial statements, or some other cause; and (3) the listing of issuers that provide severance payments to senior executives who are terminated for poor performance.

Directs the SEC to require additional disclosure of specific performance targets issuers use in determining a senior executive's eligibility for bonuses, equity, and incentive compensation.