H.R. 5084House116th Congress (2019-2021)Passed House

Improving Corporate Governance Through Diversity Act of 2019

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Updated April 14, 2026 at 9:35 AM UTC

The Improving Corporate Governance Through Diversity Act of 2019 would amend the Securities Exchange Act of 1934 to require publicly traded companies to disclose diversity information about their boards, board nominees, and executive officers. Companies must report race, ethnicity, gender, and veteran status, as well as any policies they have to promote diversity. The SEC would publish annual reports on these disclosures, issue best‑practice guidance, and create a Diversity Advisory Group to study and recommend ways to increase board diversity.

Key Provisions

Adds a new subsection requiring issuers that file annual reports to include, in proxy or information statements, self‑identified data on the racial, ethnic, gender, and veteran composition of their board, board nominees, and executive officers.
Requires issuers to disclose whether they have adopted any policies, plans, or strategies to improve board and executive diversity.
If a company does not file a proxy or information statement in a given year, it must provide the required diversity data in its next annual report.
Mandates the SEC to publish an annual public report analyzing the disclosed diversity data and identifying trends.
Directs the SEC’s Office of Minority and Women Inclusion to issue best‑practice guidance for compliance every three years.
Establishes a SEC‑led Diversity Advisory Group of government, academic, and private‑sector representatives to study diversity strategies, submit recommendations within nine months, and produce annual reports on board diversity status.

Legislative Activity

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10 earlier actions

SenateIntro Referral Latest Action

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

Banking, Housing, and Urban Affairs Committee

November 20, 2019

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HouseIntro Referral

Introduced in House

November 14, 2019

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

November 14, 2019

HouseFloor

Mr. Green, Al (TX) moved to suspend the rules and pass the bill.

November 18, 2019 • 5:17 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H8927-8929)

November 18, 2019 • 5:17 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 5084.

November 18, 2019 • 5:17 PM

HouseFloor

At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.

November 18, 2019 • 5:30 PM

HouseFloor

Considered as unfinished business. (consideration: CR H8971-8972)

November 19, 2019 • 1:55 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill Agreed to by the Yeas and Nays: (2/3 required): 281 - 135 (Roll no. 630).(text: CR 11/18/2019 H8927-8928)

View vote Passed

November 19, 2019 • 2:01 PM

HouseFloor

On motion to suspend the rules and pass the bill Agreed to by the Yeas and Nays: (2/3 required): 281 - 135 (Roll no. 630). (text: CR 11/18/2019 H8927-8928)

View vote Passed

November 19, 2019 • 2:01 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

November 19, 2019 • 2:01 PM

SenateIntro Referral

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

Banking, Housing, and Urban Affairs Committee

November 20, 2019

Voting History

1 vote recorded • Roll call available

HOUSE

Roll Call Available

November 19, 2019 at 1:59 PM

On Motion to Suspend the Rules and Pass

Majority required: 2/3 (66.7%)

Passed

281 - 135

Bill Text

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Referred in SenateIssued November 20, 2019

IIB

116th CONGRESS

1st Session

H. R. 5084

IN THE SENATE OF THE UNITED STATES

November 20, 2019

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

To amend the Securities Exchange Act of 1934 to require the submission by issuers of data relating to diversity and for other purposes.

Short title

This Act may be cited as the Improving Corporate Governance Through Diversity Act of 2019.

Submission of data relating to diversity by issuers

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following:

(s)

Submission of data relating to diversity

(1)

Definitions

In this subsection—

(A)

the term executive officer has the meaning given the term in section 230.501(f) of title 17, Code of Federal Regulations, as in effect on the date of enactment of this subsection; and

(B)

the term veteran has the meaning given the term in section 101 of title 38, United States Code.

(2)

Submission of disclosure

Each issuer required to file an annual report under subsection (a) shall disclose in any proxy statement and any information statement relating to the election of directors filed with the Commission the following:

(A)

Data, based on voluntary self-identification, on the racial, ethnic, and gender composition of—

(i)

the board of directors of the issuer;

(ii)

nominees for the board of directors of the issuer; and

(iii)

the executive officers of the issuer.

(B)

The status of any member of the board of directors of the issuer, any nominee for the board of directors of the issuer, or any executive officer of the issuer, based on voluntary self-identification, as a veteran.

(C)

Whether the board of directors of the issuer, or any committee of that board of directors, has, as of the date on which the issuer makes a disclosure under this paragraph, adopted any policy, plan, or strategy to promote racial, ethnic, and gender diversity among—

(i)

the board of directors of the issuer;

(ii)

nominees for the board of directors of the issuer; or

(iii)

the executive officers of the issuer.

(3)

Alternative submission

In any 1-year period in which an issuer required to file an annual report under subsection (a) does not file with the Commission a proxy statement relating to the election of directors or an information statement, the issuer shall disclose the information required under paragraph (2) in the first annual report of issuer that the issuer submits to the Commission after the end of that 1-year period.

(4)

Annual report

Not later than 18 months after the date of the enactment of this subsection, and annually thereafter, the Commission shall submit to the Committee on Financial Services of the House of Representatives and to the Committee on Banking, Housing, and Urban Affairs of the Senate and publish on the website of the Commission a report that analyzes the information disclosed pursuant to paragraphs (1), (2), and (3) and identifies any trends in such information.

(5)

Best practices

(A)

In general

The Director of the Office of Minority and Women Inclusion of the Commission shall, not later than the end of the 3-year period beginning on the date of the enactment of this subsection and every three years thereafter, publish best practices for compliance with this subsection.

(B)

Comments

The Director of the Office of Minority and Women Inclusion of the Commission may, pursuant to subchapter II of chapter 5 of title 5, United States Code, solicit public comments related to the best practices published under subparagraph (A).

Diversity advisory group

(a)

Establishment

The Securities and Exchange Commission shall establish a Diversity Advisory Group (the Advisory Group), which shall be composed of representatives from the government, academia, and the private sector.

(b)

Study and recommendations

The Advisory Group shall—

(1)

carry out a study that identifies strategies that can be used to increase gender, racial, and ethnic diversity among members of boards of directors of issuers; and

(2)

not later than 9 months after the establishment of the Advisory Group, submit a report to the Commission, the Committee on Financial Services of the House of Representatives, and the Committee on Banking, Housing, and Urban Affairs of the Senate that—

(A)

describes any findings from the study conducted pursuant to paragraph (1); and

(B)

makes recommendations of strategies that issuers could use to increase gender, racial, and ethnic diversity among board members.

(c)

Annual report

Not later than 1 year following the submission of a report pursuant to subsection (b), and annually thereafter, the Commission shall submit a report to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate that describes the status of gender, racial, and ethnic diversity among members of the board of directors of issuers.

(d)

Public availability of reports

The Commission shall make all reports of the Advisory Group available to issuers and the public, including on the website of the Commission.

(e)

Definitions

For the purposes of this section:

(1)

Issuer

The term issuer has the meaning given the term in section 3 of the Securities Exchange Act of 1934.

(2)

Commission

The term Commission means the Securities and Exchange Commission.