H. Amdt. 89 - Amendment Replaces Language to Clarify That Shareholders May Meet in Special Meetings Held in Lieu of the Annual Meeting.

Shareholder Vote on Executive Compensation Act

H.R. 1257 — 110^th Congress (2007–2008)

Summary

To amend the Securities Exchange Act of 1934 to provide shareholders with an advisory vote on executive compensation. (by CRS)

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Title

To amend the Securities Exchange Act of 1934 to provide shareholders with an advisory vote on executive compensation.

Other Titles

• Shareholder Vote on Executive Compensation Act
• Shareholder Vote on Executive Compensation Act
• Shareholder Vote on Executive Compensation Act

Sponsor

Barney Frank

Co-Sponsors

• Gwen Moore
• R. Miller
• Paul Kanjorski
• Charles Rangel
• Gregory Meeks
• Keith Ellison
• Ed Perlmutter
• Gary Ackerman
• James Marshall
• Stephen Lynch
• Tom Lantos
• Nydia Velázquez
• Charles Wilson
• Lynn Woolsey
• Al Green
• Carolyn Maloney
• William Clay
• Jim Cooper
• Joe Baca
• Albio Sires
• Brad Sherman
• David Scott
• Luis Gutiérrez
• Peter DeFazio
• Emanuel Cleaver
• George Miller
• Julia Carson

Subjects

• Finance
• Administrative procedure
• Business
• Corporate management
• Corporate mergers
• Corporate reorganizations
• Executive compensation
• Executive departments
• Golden parachutes
• Independent regulatory commissions
• Information disclosure (Securities law)
• Labor
• Law
• Securities and Exchange Commission
• Securities regulation
• Stockholders
• Voting

Related Bills

• H.Res. 301 (110^th) : Providing for Consideration of the Bill (H.R. 1257) to Amend the Securities Exchange Act of 1934 to Provide Shareholders with an Advisory Vote on Executive Compensation.
• S. 1181 (110^th) : Shareholder Vote on Executive Compensation Act

Major Actions

Introduced	3/01/2007
Referred to Committee
Amendments (11 proposed)
Passed House	4/20/2007

Bill History

• All Votes
• All Actions
• Amendments

	Chamber/Committee	Motion	Date	Result
select this vote	House	On agreeing to the Bachus amendment (A001) Agreed to by voice vote.	4/18/2007	PASSED by voice vote
currently selected	House	On agreeing to the Roskam amendment (A002) Agreed to by voice vote.	4/18/2007	PASSED by voice vote
select this vote	House	Amendment 5 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 177 voted YES 222 voted NO 39 voted present/not voting
select this vote	House	Amendment 6 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 155 voted YES 244 voted NO 39 voted present/not voting
select this vote	House	Amendment 7 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 161 voted YES 241 voted NO 36 voted present/not voting
select this vote	House	Amendment 8 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 164 voted YES 236 voted NO 38 voted present/not voting
select this vote	House	Amendment 9 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 148 voted YES 257 voted NO 33 voted present/not voting
select this vote	House	Amendment 10 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 160 voted YES 240 voted NO 38 voted present/not voting
select this vote	House	Amendment 11 to H.R. 1257	4/20/2007	This amendment DID NOT PASS the House 162 voted YES 242 voted NO 34 voted present/not voting
select this vote	House	On Motion to Recommit with Instructions: H.R. 1257	4/20/2007	This motion DID NOT PASS the House 184 voted YES 222 voted NO 27 voted present/not voting
select this vote	House	On Passage - House - H.R. 1257	4/20/2007	This bill PASSED the House 269 voted YES 134 voted NO 30 voted present/not voting

	Action	Date	Description
	Introduced	3/01/2007
		3/01/2007	Referred to the House Committee on Financial Services.
		3/08/2007	Committee Hearings Held.
		3/21/2007	Committee Consideration and Mark-up Session Held.
		3/28/2007	Committee Consideration and Mark-up Session Held.
	Put on a legislative calendar	3/28/2007	Ordered to be Reported (Amended) by the Yeas and Nays: 37 - 29.
		4/16/2007	Reported (Amended) by the Committee on Financial Services. H. Rept. 110-88.
	Put on a legislative calendar	4/16/2007	Placed on the Union Calendar, Calendar No. 53.
		4/17/2007	Rules Committee Resolution H. Res. 301 Reported to House. Rule provides for consideration of H.R. 1257 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. All points of order against consideration of the bill are waived except those arising under clause 9 or 10 of rule XXI. It shall be in order to consider as an original bill for the purpose of amendment under the five-minute rule the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill.
		4/18/2007	Rule H. Res. 301 passed House.
		4/18/2007	Considered under the provisions of rule H. Res. 301.
		4/18/2007	Rule provides for consideration of H.R. 1257 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. All points of order against consideration of the bill are waived except those arising under clause 9 or 10 of rule XXI. It shall be in order to consider as an original bill for the purpose of amendment under the five-minute rule the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill.
		4/18/2007	House resolved itself into the Committee of the Whole House on the state of the Union pursuant to H. Res. 301 and Rule XVIII.
		4/18/2007	The Speaker designated the Honorable Anthony D. Weiner to act as Chairman of the Committee.
		4/18/2007	GENERAL DEBATE - The Committee of the Whole proceeded with one hour of general debate on H.R. 1257.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Bachus amendment uner the five-minute rule.
		4/18/2007	Amendment (A001) offered by Mr. Bachus.
select this vote	Vote	4/18/2007	On agreeing to the Bachus amendment (A001) Agreed to by voice vote.
		4/18/2007	Amendment (A002) offered by Mr. Roskam.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Roskam amendment under the five-minute rule.
currently selected	Vote	4/18/2007	On agreeing to the Roskam amendment (A002) Agreed to by voice vote.
		4/18/2007	Amendment (A003) offered by Mr. Frank (MA).
		4/18/2007	Frank (MA) amendment (A003) modified by unanimous consent.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Jackson-Lee amendment under the five-minute rule.
		4/18/2007	On agreeing to the Frank (MA) amendment (A003) as modified Agreed to by voice vote.
		4/18/2007	Amendment (A004) offered by Ms. Jackson-Lee (TX).
		4/18/2007	By unanimous consent, the Jackson-Lee (TX) amendment was withdrawn.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Sessions amendment under the five-minute rule.
		4/18/2007	Amendment (A005) offered by Mr. Sessions.
		4/18/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Sessions amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Sessions demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/18/2007	Amendment (A006) offered by Mr. Garrett (NJ).
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Garrett amendment under the five-minute rule.
		4/18/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Garrett amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Garrett demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the Campbell amendment under the five-minute rule.
		4/18/2007	Amendment (A007) offered by Mr. Campbell (CA).
		4/18/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Campbell amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Campbell demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/18/2007	Amendment (A008) offered by Mr. McHenry.
		4/18/2007	DEBATE - The Committee of the Whole proceeded with debate on the McHenry amendment under the five-minute rule.
		4/18/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the McHenry amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. McHenry demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/18/2007	Mr. Frank (MA) moved that the Committee rise.
		4/18/2007	On motion that the Committee rise Agreed to by voice vote.
		4/18/2007	Committee of the Whole House on the state of the Union rises leaving H.R. 1257 as unfinished business.
		4/20/2007	Considered as unfinished business.
		4/20/2007	The House resolved into Committee of the Whole House on the state of the Union for further consideration.
		4/20/2007	Amendment (A009) offered by Mr. Price (GA).
		4/20/2007	DEBATE - The Committee of the Whole proceeded with debate on the Price of Georgia amendment under the five-minute rule.
		4/20/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Price of Georgia amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Price of Georgia demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/20/2007	Amendment (A010) offered by Mr. Putnam.
		4/20/2007	DEBATE - The Committee of the Whole proceeded with debate on the Putnam amendment under the five-minute rule.
		4/20/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Putnam amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Putnam demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/20/2007	Amendment (A011) offered by Mr. Price (GA).
		4/20/2007	DEBATE - The Committee of the Whole proceeded with debate on the Price of Georgia amendment under the five-minute rule.
		4/20/2007	POSTPONED PROCEEDINGS - At the conclusion of debate on the Price of Georgia amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the ayes had prevailed. Mr. Frank demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
		4/20/2007	The House rose from the Committee of the Whole House on the state of the Union to report H.R. 1257.
		4/20/2007	The previous question was ordered pursuant to the rule.
		4/20/2007	The House adopted the amendment in the nature of a substitute as agreed to by the Committee of the Whole House on the state of the Union.
		4/20/2007	Mr. Feeney moved to recommit with instructions to Financial Services.
		4/20/2007	DEBATE - The House proceeded with ten minutes of debate on the motion to recommit with instructions on H.R. 1257. The instructions contained in the motion seek to require the bill to be reported back to the House with an amendment inserting a new paragraph providing a clarification on the non-binding nature of the vote.
		4/20/2007	The previous question on the motion to recommit with instructions was ordered without objection.
select this vote	Vote	4/20/2007	Amendment 5 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 6 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 7 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 8 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 9 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 10 to H.R. 1257
select this vote	Vote	4/20/2007	Amendment 11 to H.R. 1257
select this vote	Vote	4/20/2007	On Motion to Recommit with Instructions: H.R. 1257
select this vote	House Vote on Passage	4/20/2007	On Passage - House - H.R. 1257
		4/23/2007	Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

	Number	Sponsor	Date Offered	Status
select this vote	H. Amdt. 88	Bachus, Spencer [R-AL6]	April 18, 2007	Passed by voice vote on April 18, 2007.
	Amendment provides for placing the text of the bill into Section 14 rather than Section 16 of the Securities Exchange Act of 1934. Show amendment details
currently selected	H. Amdt. 89	Roskam, Peter [R-IL6]	April 18, 2007	Passed by voice vote on April 18, 2007.
	Amendment replaces language to clarify that shareholders may meet in special meetings held in lieu of the annual meeting. Actions April 18, 2007, 5:32 pm ET - Amendment (A002) offered by Mr. Roskam. April 18, 2007, 5:33 pm ET - On agreeing to the Roskam amendment (A002) Agreed to by voice vote. Full Text of this Amendment The text of this amendment is not available.
	H. Amdt. 90	Frank, Barney [D-MA4]	April 18, 2007	Offered on April 18, 2007.
	Amendment is technical in nature. Show amendment details
	H. Amdt. 91	Jackson-Lee, Sheila [D-TX18]	April 18, 2007	Withdrawn on April 18, 2007.
	An amendment numbered 6 printed in the Congressional Record to insert a requirement for website disclosure of vote results. Show amendment details
select this vote	H. Amdt. 92	Sessions, Peter [R-TX32]	April 18, 2007	Failed by roll call vote on April 20, 2007.
	Amendment sought to add language to require the disclosure of funding designed to influence shareholder votes. Show amendment details
select this vote	H. Amdt. 93	Garrett, Scott [R-NJ5]	April 18, 2007	Failed by roll call vote on April 20, 2007.
	Amendment sought to establish a trigger that would have to be met before shareholders could vote on executive compensation packages by requiring that executive compensation exceed by 10 percent or more the average compensation for comparable industries in that particular sector. Show amendment details
select this vote	H. Amdt. 94	Campbell, John [R-CA48]	April 18, 2007	Failed by roll call vote on April 20, 2007.
	Amendment sought to provide that a company would not be required to have an advisory vote on executive compensation if they, instead, require a majority vote of those voting, to seat a director on the board of directors. Show amendment details
select this vote	H. Amdt. 95	McHenry, Patrick [R-NC10]	April 18, 2007	Failed by roll call vote on April 20, 2007.
	An amendment numbered 7 printed in the Congressional Record to insert a new paragraph providing that a shareholder who is casting a permitted vote shall be required to disclose to beneficiaries whether such vote was cast to approve or disapprove compensation. Show amendment details
select this vote	H. Amdt. 101	Price, Tom [R-GA6]	April 20, 2007	Failed by roll call vote on April 20, 2007.
	An amendment numbered 9 printed in the Congressional Record to insert a complete new text consisting of a section inserting provisions for disclosure of executive compensation. Show amendment details
select this vote	H. Amdt. 102	Putnam, Adam [R-FL12]	April 20, 2007	Failed by roll call vote on April 20, 2007.
	Amendment concerned non-qualified, deferred compensation and sought to allow the issuers to be exempt from the nonbinding shareholder vote on executive pay if the issuer provided the majority of the executive's compensation in the form of non-qualified deferred compensation. Show amendment details
select this vote	H. Amdt. 103	Price, Tom [R-GA6]	April 20, 2007	Failed by roll call vote on April 20, 2007.
	Amendment sought to condition implementation of the bill to 90 days after submission to Congress by the the Securities and Exchange Commission of a study to determine the effect of the bill's separate vote requirements on the ability of issuers to recruit and retain executives. Show amendment details