S. 2605Senate115th Congress (2017-2019)In Committee

Reward Work Act

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Updated April 15, 2026 at 9:01 PM UTC

The Reward Work Act would ban publicly traded companies from buying back their own shares on a national securities exchange and would require that at least one‑third of a company’s board of directors be elected by its employees. The bill aims to curb stock buybacks and increase worker influence in corporate governance. It would affect all public companies, their shareholders, and the employees who could vote for board seats.

Key Provisions

Prohibits any public company (issuer) from purchasing its own equity securities on a national securities exchange, effectively banning open‑market stock buybacks.
Requires that at least one‑third of a company’s board of directors be chosen by employees through a one‑employee‑one‑vote election process.
Amends securities registration rules so a company cannot list securities on a national exchange unless it meets the employee‑director requirement.
Directs the SEC, in consultation with the NLRB, to issue regulations to ensure fair employee elections and that the employee‑director quota is met within two years of enactment.
Mandates the SEC to promulgate regulations guiding exchanges and issuers to comply with the buyback prohibition and board‑representation provisions.

Legislative Activity

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1 earlier action

SenateIntro Referral Latest Action

Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

March 22, 2018

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SenateIntro Referral

Introduced in Senate

March 22, 2018

SenateIntro Referral

Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

March 22, 2018

Bill Text

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Introduced in SenateIssued March 22, 2018

115th CONGRESS

2d Session

S. 2605

IN THE SENATE OF THE UNITED STATES

March 22, 2018

Ms. Baldwin (for herself, Ms. Warren, and Mr. Schatz) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs

A BILL

To prohibit public companies from repurchasing their shares on the open market, and for other purposes.

Short title

This Act may be cited as the Reward Work Act.

Prohibition on stock buybacks on the open market

(a)

Definitions

In this section—

(1)

the terms equity security, exchange, and issuer have the meanings given the terms in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c); and

(2)

the term national securities exchange means an exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).

(b)

Prohibitions

Notwithstanding any other provision of law, no issuer may purchase an equity security of the issuer on a national securities exchange.

(c)

No force or effect

Section 240.10b–18 of title 17, Code of Federal Regulations, shall have no force or effect.

(d)

Rule of construction

Nothing in this section may be construed to affect tender offers subject to section 240.13e–4 and sections 240.14e–1 through 240.14f–1 of title 17, Code of Federal Regulations.

Worker representation on corporate board of directors

(a)

Definitions

In this section—

(1)

the term director has the meaning given the term in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c); and

(2)

the term employee has the meaning given the term in section 2 of the National Labor Relations Act (29 U.S.C. 152).

(b)

Registration requirements for securities

Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)) is amended by adding at the end the following:

(4)

No issuer may register securities on a national exchange unless at least 1/3 of the issuer’s directors are chosen by the issuing company’s employees in a one-employee-one-vote election process.

(c)

Policy

The Securities and Exchange Commission, in consultation with the National Labor Relations Board, shall promulgate regulations—

(1)

to ensure that director elections at issuing firms are fair and democratic; and

(2)

to ensure that 1/3 of an issuer’s board of directors will be composed of employee representatives within 2 years of the date of enactment of this Act.

Regulations

The Securities and Exchange Commission shall promulgate regulations to direct national securities exchanges and issuers, as defined in section 2(a), to comply with this Act and the amendments made by this Act.