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S. 1181 · 110th Congress

Shareholder Vote on Executive Compensation Act

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Never voted on. It didn't reach a floor vote before the 110th Congress ended, so it expired. A bill has to be introduced again to be considered in a new Congress.

BOD ObamaSponsor
8 cosponsors · 8 D

0 signed on when it was introduced; the rest joined later. Cosponsors who withdrew aren't shown.

Shareholder Vote on Executive Compensation Act - Amends the Securities Exchange Act of 1934 to require a proxy, consent, or authorization for a shareholder meeting occurring on or after January 1, 2009, to permit a separate shareholder vote to approve executive compensation.

What it does: CRS summary · Introduced in Senate · Apr 20, 2007

Shareholder Vote on Executive Compensation Act - Amends the Securities Exchange Act of 1934 to require a proxy, consent, or authorization for a shareholder meeting occurring on or after January 1, 2009, to permit a separate shareholder vote to approve executive compensation.

States that such shareholder vote shall not be binding on the board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; and (3) to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.

Requires proxy solicitation material for a shareholder meeting occurring on or after January 1, 2009, concerning disposition of substantially all of an issuer's assets, to disclose compensation agreements or understandings with the principal executive officers of either the issuer or acquiring issuer regarding any type of (golden parachute) compensation which: (1) relates to such disposition; and (2) has not been subject to a shareholder vote.

Provides that proxy solicitation material containing such executive compensation disclosures shall require a separate shareholder vote to approve such agreements or understandings.

States that such shareholder vote shall not be binding on the board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; and (3) to constrain shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.

Written by the nonpartisan Congressional Research Service. All summary versions on Congress.gov

About this bill and sources

Official title: Shareholder Vote on Executive Compensation Act

Latest action (Apr 20, 2007): Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Policy area: Finance and Financial Sector · Origin: Senate · Introduced: Apr 20, 2007

Official page on Congress.gov · Bill text (GovInfo) · Status record (XML)

No recorded floor vote found.