PlainBillCongress, translated.Legislation. Context. Public interest.Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Congressional Research Service
Version 36 · Passed House amended · Apr 20, 2007
Shareholder Vote on Executive Compensation Act - Amends the Securities Exchange Act of 1934 to require a proxy, consent, or authorization for a shareholder meeting occurring on or after January 1, 2009, to permit a separate shareholder vote to approve executive compensation.
States that such shareholder vote shall not be binding on the corporation or board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; (3) to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.
Requires proxy solicitation material for a shareholder meeting occurring on or after January 1, 2009, concerning disposition of substantially all of an issuer's assets, to disclose compensation agreements or understandings with principal executive officers of either the issuer, or acquiring issuer, regarding (golden parachute) compensation which: (1) relates to such disposition; and (2) has not been subject to a shareholder vote.
Showing the opening paragraphs of the official summary.
Provides that proxy solicitation material containing such executive compensation disclosures shall require a separate shareholder vote to approve such agreements or understandings.
States such a shareholder vote shall not be binding on the corporation or the board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; (3) to constrain shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.
People & committees
Rep. Frank, Barney [D-MA-4] · D–MA
Legislative record
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Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Motion to reconsider laid on the table Agreed to without objection.
On passage Passed by recorded vote: 269 - 134 (Roll no. 244).
House roll call 244 · Individual votesPassed/agreed to in House: On passage Passed by recorded vote: 269 - 134 (Roll no. 244).
House roll call 244 · Individual votesOn motion to recommit with instructions Failed by the Yeas and Nays: 184 - 222 (Roll no. 243). (consideration: CR H3712-3713; text: CR H3712)
House roll call 243 · Individual votesThe previous question on the motion to recommit with instructions was ordered without objection. (consideration: CR H3712-3713)
DEBATE - The House proceeded with ten minutes of debate on the motion to recommit with instructions on H.R. 1257. The instructions contained in the motion seek to require the bill to be reported back to the House with an amendment inserting a new paragraph providing a clarification on the non-binding nature of the vote.
Mr. Feeney moved to recommit with instructions to Financial Services.
The House adopted the amendment in the nature of a substitute as agreed to by the Committee of the Whole House on the state of the Union.
The previous question was ordered pursuant to the rule.
The House rose from the Committee of the Whole House on the state of the Union to report H.R. 1257.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Price of Georgia amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the ayes had prevailed. Mr. Frank demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Price of Georgia amendment under the five-minute rule.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Putnam amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Putnam demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Putnam amendment under the five-minute rule.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Price of Georgia amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Price of Georgia demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Price of Georgia amendment under the five-minute rule.
The House resolved into Committee of the Whole House on the state of the Union for further consideration.
Considered as unfinished business. (consideration: CR H3699-3714)
Committee of the Whole House on the state of the Union rises leaving H.R. 1257 as unfinished business.
On motion that the Committee rise Agreed to by voice vote.
Mr. Frank (MA) moved that the Committee rise.
POSTPONED PROCEEDINGS - At the conclusion of debate on the McHenry amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. McHenry demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the McHenry amendment under the five-minute rule.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Campbell amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Campbell demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Campbell amendment under the five-minute rule.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Garrett amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Garrett demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Garrett amendment under the five-minute rule.
POSTPONED PROCEEDINGS - At the conclusion of debate on the Sessions amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Mr. Sessions demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a later time.
DEBATE - The Committee of the Whole proceeded with debate on the Sessions amendment under the five-minute rule.
DEBATE - The Committee of the Whole proceeded with debate on the Jackson-Lee amendment under the five-minute rule.
DEBATE - The Committee of the Whole proceeded with debate on the Roskam amendment under the five-minute rule.
DEBATE - The Committee of the Whole proceeded with debate on the Bachus amendment uner the five-minute rule.
GENERAL DEBATE - The Committee of the Whole proceeded with one hour of general debate on H.R. 1257.
The Speaker designated the Honorable Anthony D. Weiner to act as Chairman of the Committee.
House resolved itself into the Committee of the Whole House on the state of the Union pursuant to H. Res. 301 and Rule XVIII.
Rule provides for consideration of H.R. 1257 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. All points of order against consideration of the bill are waived except those arising under clause 9 or 10 of rule XXI. It shall be in order to consider as an original bill for the purpose of amendment under the five-minute rule the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill.
Considered under the provisions of rule H. Res. 301. (consideration: CR H3530-3550; text of measure as reported in House: CR H3539)
Rule H. Res. 301 passed House.
Rules Committee Resolution H. Res. 301 Reported to House. Rule provides for consideration of H.R. 1257 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. All points of order against consideration of the bill are waived except those arising under clause 9 or 10 of rule XXI. It shall be in order to consider as an original bill for the purpose of amendment under the five-minute rule the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill.
Placed on the Union Calendar, Calendar No. 53.
Reported (Amended) by the Committee on Financial Services. H. Rept. 110-88.
Reported (Amended) by the Committee on Financial Services. H. Rept. 110-88.
Ordered to be Reported (Amended) by the Yeas and Nays: 37 - 29.
Committee Consideration and Mark-up Session Held.
Committee Consideration and Mark-up Session Held.
Committee Hearings Held.
Referred to the House Committee on Financial Services.
Introduced in House
Introduced in House
Primary sources
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Source last updated: Dec 6, 2025. Consult Congress.gov for the current record.
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