In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
One example: SECTION 1. LIABILITY OF BUSINESS ENTITIES PROVIDING USE OF FACILITIES
TO NONPROFIT ORGANIZATIONS.

(a) Definitions.--In this section:
(1) Business entity.--The term ''business entity'' means a
firm, corporation, association, partnership, consortium, joint
venture, or other form of enterprise.
(2) Facility.--The term ''facility'' means any real
property, including any building, improvement, or appurtenance.
(3) Gross negligence.--The term ''gross negligence'' means
voluntary and conscious conduct by a person with knowledge (at
the time of the conduct) that the conduct is likely to be
harmful to the health or well-being of another person.
(4) Intentional misconduct.--The term ''intentional
misconduct'' means conduct by a person with knowledge (at the
time of the conduct) that the conduct is harmful to the health
or well-being of another person.
(5) Nonprofit organization.--The term ''nonprofit
organization'' means--
(A) any organization described in section 501(c)(3)
of the Internal Revenue Code of 1986 and exempt from
tax under section 501(a) of such Code; or
(B) any not-for-profit organization organized and
conducted for public benefit and operated primarily for
charitable, civic, educational, religious, welfare, or
health purposes.
(6) State.--The term ''State'' means each of the several
States, the District of Columbia, the Commonwealth of Puerto
Rico, the Virgin Islands, Guam, American Samoa, the Northern
Mariana Islands, any other territory or possession of the
United States, or any political subdivision of any such State,
territory, or possession.
(b) Limitation on Liability.--
(1) In general.--Subject to subsection (c), a business
entity shall not be subject to civil liability relating to any
injury or death occurring at a facility of the business entity
in connection with a use of such facility by a nonprofit
organization if--
(A) the use occurs outside of the scope of business
of the business entity;
(B) such injury or death occurs during a period
that such facility is used by the nonprofit
organization; and
(C) the business entity authorized the use of such
facility by the nonprofit organization.
(2) Application.--This subsection shall apply--
(A) with respect to civil liability under Federal
and State law; and
(B) regardless of whether a nonprofit organization
pays for the use of a facility.
(c) Exception for Liability.--Subsection (b) shall not apply to an
injury or death that results from an act or omission of a business
entity that constitutes gross negligence or intentional misconduct,
including any misconduct that--
(1) constitutes a crime of violence (as that term is
defined in section 16 of title 18, United States Code) or act
of international terrorism (as that term is defined in section
2331 of title 18) for which the defendant has been convicted in
any court;
(2) constitutes a hate crime (as that term is used in the
Hate Crime Statistics Act (28 U.S.C. 534 note));
(3) involves a sexual offense, as defined by applicable
State law, for which the defendant has been convicted in any
court; or
(4) involves misconduct for which the defendant has been
found to have violated a Federal or State civil rights law.
(d) Superseding Provision.--
(1) In general.--Subject to paragraph (2) and subsection
(e), this Act preempts the laws of any State to the extent that
such laws are inconsistent with this Act, except that this Act
shall not preempt any State law that provides additional
protection from liability for a business entity for an injury
or death with respect to which conditions under subparagraphs
(A) through (C) of subsection (b)(1) apply.
(2) Limitation.--Nothing in this Act shall be construed to
supersede any Federal or State health or safety law.
(e) Election of State Regarding Nonapplicability.--This Act shall
not apply to any civil action in a State court against a business
entity in which all parties are citizens of the State if such State
enacts a statute--
(1) citing the authority of this subsection;
(2) declaring the election of such State that this Act
shall not apply to such civil action in the State; and
(3) containing no other provision.
Solution is here: Shields a business entity from civil liability relating to any injury or death occurring at a facility of that entity in connection with a use of such facility by a nonprofit organization if: (1) the use occurs outside the scope of business of the business entity; (2) such injury or death occurs during a period that such facility is used by such organization; and (3) the business entity authorized the use of such facility by the organization.
Makes this Act inapplicable to an injury or death that results from an act or omission of a business entity that constitutes gross negligence or intentional misconduct, including misconduct that: (1) constitutes a hate crime or a crime of violence or act of international terrorism for which the defendant has been convicted in any court; or (2) involves a sexual offense for which the defendant has been convicted in any court or misconduct for which the defendant has been found to have violated a Federal or State civil rights law.
Preempts State laws to the extent that such laws are inconsistent with this Act, except State law that provides additional protection from liability. Specifies that this Act shall not be construed to supersede any Federal or State health or safety law.
Makes this Act inapplicable to any civil action in a State court against a business entity in which all parties are citizens of the State if such State, citing this Act's authority and containing no other provision, enacts a statute declaring the State's election that this Act shall not apply to such action in the State.
Explanation: This Bill focuses on shielding business entities from civil liability relating to an injury or death depending on the conditions of injury, hence the generated summary is correct.

Now, solve this: 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.''.
Solution:
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.