[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3357 Reported in House (RH)]
<DOC>
Union Calendar No. 90
119th CONGRESS
1st Session
H. R. 3357
[Report No. 119-120]
To amend the Securities Exchange Act of 1934 to require issuers with a
multi-class stock structure to make certain disclosures in any proxy or
consent solicitation material, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
May 13, 2025
Mr. Meeks introduced the following bill; which was referred to the
Committee on Financial Services
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed
in italic]
[For text of introduced bill, see copy of bill as introduced on May 13,
2025]
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require issuers with a
multi-class stock structure to make certain disclosures in any proxy or
consent solicitation material, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Enhancing Multi-Class Share
Disclosures Act''.
SEC. 2. DISCLOSURE RELATING TO MULTI-CLASS SHARE STRUCTURES.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n)
is amended by adding at the end the following:
``(l) Disclosure Relating to Multi-class Share Structures.--
``(1) Disclosure.--The Commission shall, by rule, require
each issuer with a multi-class share structure to disclose the
information described in paragraph (2) in any proxy or consent
solicitation material for an annual meeting of the shareholders
of the issuer, or any other filing as the Commission determines
appropriate.
``(2) Content of disclosure.--A disclosure made under
paragraph (1) shall include, with respect to each person who is
a director, director nominee, or named executive officer of the
issuer, or who is the beneficial owner of securities with 5
percent or more of the total combined voting power of all
classes of securities entitled to vote in the election of
directors--
``(A) the number of shares of all classes of
securities entitled to vote in the election of
directors beneficially owned by such person, expressed
as a percentage of the total number of the outstanding
securities of the issuer entitled to vote in the
election of directors; and
``(B) the amount of voting power held by such
person, expressed as a percentage of the total combined
voting power of all classes of the securities of the
issuer entitled to vote in the election of directors.
``(3) Multi-class share structure.--In this subsection, the
term `multi-class share structure' means a capitalization
structure that contains 2 or more types of securities that have
differing amounts of voting rights in the election of
directors.''.
Union Calendar No. 90
119th CONGRESS
1st Session
H. R. 3357
[Report No. 119-120]
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require issuers with a
multi-class stock structure to make certain disclosures in any proxy or
consent solicitation material, and for other purposes.
_______________________________________________________________________
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed