S.Amdt. 3860

SA 3860. Mr. CARPER (for himself, Mr. Ensign, Mr. Gregg, and Mr.
Johanns) submitted an amendment intended to be proposed to amendment SA
3739 proposed by Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln))
to the bill S. 3217, to promote the financial stability of the United
States by improving accountability and transparency in the financial
system, to end ``too big to fail'', to protect the American taxpayer by
ending bailouts, to protect consumers from abusive financial services
practices, and for other purposes; which was ordered to lie on the
table; as follows:

On page 1086, strike line 3 and all that follows through
``Not'' on page 1090, line 9, and insert the following:

[[Page S3365]]

SEC. 971. PROXY ACCESS.

(a) Proxy Access.--Section 14(a) of the Securities Exchange
Act of 1934 (15 U.S.C. 78n(a)) is amended--
(1) by inserting ``(1)'' after ``(a)''; and
(2) by adding at the end the following:
``(2) The rules and regulations prescribed by the
Commission under paragraph (1) may include--
``(A) a requirement that a solicitation of proxy, consent,
or authorization by (or on behalf of) an issuer include a
nominee submitted by a shareholder to serve on the board of
directors of the issuer; and
``(B) a requirement that an issuer follow a certain
procedure in relation to a solicitation described in
subparagraph (A).''.
(b) Regulations.--The Commission may issue rules permitting
the use by shareholders of proxy solicitation materials
supplied by an issuer of securities for the purpose of
nominating individuals to membership on the board of
directors of the issuer, under such terms and conditions as
the Commission determines are in the interests of
shareholders and for the protection of investors.

SEC. 972. DISCLOSURES REGARDING CHAIRMAN AND CEO STRUCTURES.

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.)
is amended by inserting after section 14A, as added by this
title, the following:

``SEC. 14B. DISCLOSURES REGARDING CHAIRMAN AND CEO
STRUCTURES.

``Not
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