U.S. Congress - H.R.2861 Shareholder Empowerment Act of 2009
H.R.2861 - Shareholder Empowerment Act of 2009
To amend the Securities Exchange Act of 1934 to provide for rules and standards relating to the election of boards of directors and certain requirements relating to compensation of executives. view all titles (3)
All Bill Titles
- Official: To amend the Securities Exchange Act of 1934 to provide for rules and standards relating to the election of boards of directors and certain requirements relating to compensation of executives. as introduced.
- Popular: Shareholder Empowerment Act of 2009 as introduced.
- Short: Shareholder Empowerment Act of 2009 as introduced.
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Official Summary
6/12/2009--Introduced.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 permittedOfficial Summary
6/12/2009--Introduced.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.
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Recent News Coverage
Michigan Congressman Introduces Governance Bill
Peters' bill, HR 2861, goes farther than Schumer's by calling for the elimination of uninstructed âbrokerâ votes in board elections. ...
Recent Blog Coverage
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House Panel Debates Governance Reforms – RiskMetrics Group ...
The April 21 hearing focused on three bills–H.R. 2861, H.R. 3272, and H.R. 3351–which were introduced last year by Reps. Gary Peters of Michigan, Keith Ellison of Minnesota, and Mary Jo Kilroy of Ohio, respectively. ...
On-Demand Seminars - Delaware Law Developments 2010: What All ...
Stephen P. Lamb; Shareholder Empowerment Act of 2009, H.R. 2861, 111th Congress (2009) James L. Holzman; Comment Letter to the U.S. Securities and Exchange Commission from Delaware State Bar Association, Dated July 24, ...
Mark Kirk Military Record Attacked By Veterans In New DSCC Ad (VIDEO)
(HR 2861, House Vote 456) 3/21/03 - Voted to cut veteran's spending by $28 billion over 10 years. (H Con Res 95, House Vote 82) Iraq and Afghan Veterans of America gave Congressman Kirk a C+ on supporting our troops - Link ...
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