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H.R. 3351 · 111th Congress

Proxy Voting Transparency Act of 2009

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IntroducedPassed one chamberPassed both chambersBecame law (gold)Resolution agreed to (full, dark)Failed or vetoed (gray)

Under the number: the Yea · Nay count of its final (or latest) recorded vote. On a member's page, the small badge is how that member voted: Y Yea / Aye, N Nay / No, P Present, – Not voting.

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Never voted on. It didn't reach a floor vote before the 111th Congress ended, so it expired. A bill has to be introduced again to be considered in a new Congress.

4 cosponsors · 4 D

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

Proxy Voting Transparency Act of 2009 - Amends the Securities Exchange Act of 1934 to require that a proxy, consent, or authorization for an annual shareholders meeting provide for a separate shareholder vote to approve the compensation of executives pursuant to compensation disclosure rules promulgated by the Securities and Exchange Commission (SEC).

What it does: CRS summary · Introduced in House · Jul 27, 2009

Proxy Voting Transparency Act of 2009 - Amends the Securities Exchange Act of 1934 to require that a proxy, consent, or authorization for an annual shareholders meeting provide for a separate shareholder vote to approve the compensation of executives pursuant to compensation disclosure rules promulgated by the Securities and Exchange Commission (SEC).

Requires such SEC disclosure rules to include: (1) the compensation committee report; (2) compensation discussion and analysis; (3) the compensation tables; and (4) any related materials.

Requires the person making proxy or consent solicitation material regarding a disposition of an issuer's assets to disclose and submit for separate shareholder approval: (1) any compensation agreements made with principal executive officers of the issuer; and (2) the aggregate total of compensation that may be paid or become payable to or on behalf of such executive officer (golden parachute compensation).

States that the shareholder vote: (1) shall not be binding upon either the corporation or the board of directors; (2) shall not be construed as overruling a decision by such board; (3) shall not be construed as creating or implying any additional fiduciary duty by such board; nor (4) shall be construed to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.

Requires certain institutional investment managers to report at least annually how they voted on any shareholder vote (unless such vote is otherwise required to be reported publicly by SEC rule or regulation).

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

About this bill and sources

Official title: Proxy Voting Transparency Act of 2009

Latest action (Jul 27, 2009): Referred to the House Committee on Financial Services.

Policy area: Finance and Financial Sector · Origin: House · Introduced: Jul 27, 2009

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

No recorded floor vote found.