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PUBLIC LAW 111–203—JULY 21, 2010 124 STAT. 1915

Subtitle G—Strengthening Corporate Governance

SEC. 971. PROXY ACCESS. (a) PROXY ACCESS.—Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(a)) is amended— (1) by inserting ‘‘(1)’’ after ‘‘(a)’’; and (2) by adding at the end the following: ‘‘(2) The rules and regulations prescribed by the Commission under paragraph (1) may include— ‘‘(A) a requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and ‘‘(B) a requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).’’. (b) REGULATIONS.—The Commission may issue rules permitting 15 USC 78n note. the use by a shareholder of proxy solicitation materials supplied by an issuer of securities for the purpose of nominating individuals to membership on the board of directors of the issuer, under such terms and conditions as the Commission determines are in the interests of shareholders and for the protection of investors. (c) EXEMPTIONS.—The Commission may, by rule or order, 15 USC 78n note. exempt an issuer or class of issuers from the requirement made by this section or an amendment made by this section. In deter- mining whether to make an exemption under this subsection, the Commission shall take into account, among other considerations, whether the requirement in the amendment made by subsection (a) disproportionately burdens small issuers.

SEC. 972. DISCLOSURES REGARDING CHAIRMAN AND CEO STRUC- TURES. The Securities Exchange Act of 1934 (15 U.S. C. 78a et seq.) is amended by inserting after section 14A, as added by this title, the following:

‘‘SEC. 14B. CORPORATE GOVERNANCE. 15 USC 78n–2. ‘‘Not later than 180 days after the date of enactment of this Deadline. subsection, the Commission shall issue rules that require an issuer Regulations. to disclose in the annual proxy sent to investors the reasons why the issuer has chosen— ‘‘(1) the same person to serve as chairman of the board of directors and chief executive officer (or in equivalent posi- tions); or ‘‘(2) different individuals to serve as chairman of the board of directors and chief executive officer (or in equivalent positions of the issuer).’’.

Subtitle H—Municipal Securities

SEC. 975. REGULATION OF MUNICIPAL SECURITIES AND CHANGES TO THE BOARD OF THE MSRB.

LAWS (a) REGISTRATION OF MUNICIPAL SECURITIES DEALERS AND MUNICIPAL ADVISORS.—Section 15B(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78o–4(a)) is amended—PUBLIC with on anorris VerDate Nov 24 2008 03:41 Aug 28, 2010 Jkt 089139 PO 00203 Frm 00541 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 GPO1 PsN: PUBL203