HR 3357 - Enhancing Multi-Class Share Disclosures Act - National Key Vote

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Title: Enhancing Multi-Class Share Disclosures Act

Vote Smart's Synopsis:

Vote to pass a bill that requires issuers of securities with multi-class share structures to disclose certain information in any proxy solicitation or consent solicitation material.

Highlights:

  • Requires issuers of securities with multi-class share structures to disclose certain information in any proxy solicitation or consent solicitation material (Sec. 2).

  • Specifies that a multi-class share structure occurs when a company issues two or more classes of shares that have different voting rights, for example, a company may issue one class of shares with no or few voting rights for the public, and another class with more voting rights for company founders and executives (Sec. 2).

  • Specifies that under the bill, the issuer must disclose certain information about each director, director nominee, named executive officer, and each beneficial owner of securities with 5% or more of the total combined voting power of all classes of securities entitled to vote in the election of directors (Sec. 2).

  • Requires that the issuer must disclose (Sec. 2):

    • The number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person; and

    • The amount of voting power held by said individual.

NOTE: THIS LEGISLATION NEEDED A TWO-THIRDS MAJORITY VOTE TO PASS

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