II
111th CONGRESS
1st Session
S. 1006
IN THE SENATE OF THE UNITED STATES
May 7, 2009
Mr. Durbin introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
To require a supermajority shareholder vote to approve excessive compensation of any employee of a publicly traded company.
Short title
This Act may be cited as
the Excessive Pay Shareholder Approval
Act
.
Amendment to the Securities Exchange Act of 1934
In general
Section 16 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following new subsection:
Annual shareholder approval of executive compensation
In general
The compensation for an employee of an issuer in any single taxable year may not exceed an amount equal to 100 times the average compensation for services performed by all employees of that issuer during such taxable year, unless not fewer than 60 percent of the shareholders have voted to approve such compensation (through a proxy or consent or authorization for an annual or other meeting of the shareholders, occurring within the preceding 18 months).
Proxy contents
Proxy materials for a shareholder vote required by paragraph (1) shall include—
the amount of compensation paid to the lowest paid employee of the issuer;
the amount of compensation paid to the highest paid employee of the issuer;
the average amount of compensation paid to all employees of the issuer;
the number of employees of the issuer who are paid more than 100 times the average amount of compensation for all employees of the issuer; and
the total amount of compensation paid to employees who are paid more than 100 times the average amount of compensation for all employees of the issuer.
Definition of compensation
In general
For purposes of this subsection, the term
compensation
includes wages, salary, fees, commissions, fringe
benefits, deferred compensation, retirement contributions, options, bonuses,
property, and any other form of remuneration that the Commission determines is
appropriate, in consultation with the Secretary of the Treasury.
Part-time and part-year employees
In the case of any employee which is a part-time employee of the issuer, or which is not employed by the issuer for a full taxable year, the compensation of such employee shall be calculated for purposes of this subsection on an annualized basis.
.
Deadline for rulemaking
Not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission shall issue any final rules and regulations required to carry out section 16(h) of the Securities Exchange Act of 1934, as added by this section.