Proxy Voting Transparency Act of 2009
Latest action. Referred to the House Committee on Financial Services.
Proxy Voting Transparency Act of 2009 - Amends the Securities Exchange Act of 1934 to require that a proxy, consent, or authorization for an annual shareholders meeting provide for a separate shareholder vote to approve the compensation of executives pursuant to compensation disclosure rules promulgated by the Securities and Exchange Commission (SEC).
Requires such SEC disclosure rules to include: (1) the compensation committee report; (2) compensation discussion and analysis; (3) the compensation tables; and (4) any related materials.
Requires the person making proxy or consent solicitation material regarding a disposition of an issuer's assets to disclose and submit for separate shareholder approval: (1) any compensation agreements made with principal executive officers of the issuer; and (2) the aggregate total of compensation that may be paid or become payable to or on behalf of such executive officer (golden parachute compensation).
States that the shareholder vote: (1) shall not be binding upon either the corporation or the board of directors; (2) shall not be construed as overruling a decision by such board; (3) shall not be construed as creating or implying any additional fiduciary duty by such board; nor (4) shall be construed to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.
Requires certain institutional investment managers to report at least annually how they voted on any shareholder vote (unless such vote is otherwise required to be reported publicly by SEC rule or regulation).
Written by analysts at the Congressional Research Service and published on Congress.gov, not by Civibrief. Summarized at the "Introduced in House" stage on July 27, 2009. It describes the bill, it is not the legal text.
Where is it in the process, and what happens next?
4 steps remain before this bill could become law.
The record's latest action, on July 27, 2009: Referred to the House Committee on Financial Services.
- Clearing the committees it was referred to, and being scheduled for a floor vote
- Passage by the House
- Passage by the Senate
- The President's signature. If the President vetoes it, two-thirds of both chambers must vote to override.
How likely is it to become law?
Civibrief does not forecast outcomes and this page has no opinion about this one. What the record supports is a base rate, which is a fact about the whole pile, not a prediction about this measure.
In the 111th Congress (2009-10), 383 of the 10,778 bills and joint resolutions introduced became law, about 3.6 percent. That count covers every measure at every stage, including the many that never left committee.
This one is not there yet: 4 steps are still outstanding, listed above.
Has anyone actually voted on it?
No. No roll call in this Congress cites this measure. That is the ordinary outcome: most measures never reach a recorded floor vote, and a committee ends most of them simply by not acting.
A vote is not the only thing that happens to a measure. Hearings, markups, and referrals are all recorded actions, and none of them is a vote of the full chamber.
Who is behind it?
Mary Jo Kilroy (D-OH) introduced it on July 27, 2009, and 4 members have since signed on as cosponsors.
They are 4 Democrats.
Cosponsoring is a formal signature on the text. It is not a commitment to vote for the measure, it does not bind anyone's party, and a long list of cosponsors is a measure of attention rather than of prospects.
How long has it been in play?
It was introduced on July 27, 2009, 6254 days ago. The most recent recorded action was 6254 days ago, on July 27, 2009.
Measures do not carry over. Anything the 111th Congress has not finished by January 3, 2011 dies when the term ends, and has to be introduced again from the start in the next Congress.
Every answer above is assembled from this measure's own record on Congress.gov and from published counts of what Congress has passed before. Civibrief does not predict outcomes and takes no position on any measure.
Vote history
- HouseIn committee, no floor vote yet
- SenateAwaits House passage
- PresidentAwaits both chambers