HR 3357 — Enhancing Multi-Class Share Disclosures Act

changes in existing law made by 
the bill, as reported, are shown as follows (new matter is 
printed in italics and existing law in which no change is 
proposed is shown in roman):

 SECURITIES EXCHANGE ACT OF 1934

TITLE I--REGULATION OF SECURITIES EXCHANGES

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 proxies

 Sec. 14. (a)(1) It shall be unlawful for any person, by the 
use of the mails or by any means or instrumentality of 
interstate commerce or of any facility of a national securities 
exchange or otherwise, in contravention of such rules and 
regulations as the Commission may prescribe as necessary or 
appropriate in the public interest or for the protection of 
investors, to solicit or to permit the use of his name to 
solicit any proxy or consent or authorization in respect of any 
security (other than an exempted security) registered pursuant 
to section 12 of this title.
 (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)(1) It shall be unlawful for any member of a national 
securities exchange, or any broker or dealer registered under 
this title, or any bank, association, or other entity that 
exercises fiduciary powers, in contravention of such rules and 
regulations as the Commission may prescribe as necessary or 
appropriate in the public interest or for the protection of 
investors, to give, or to refrain from giving a proxy, consent, 
authorization, or information statement in respect of any 
security registered pursuant to section 12 of this title, or 
any security issued by an investment company registered under 
the Investment Company Act of 1940, and carried for the account 
of a customer.
 (2) With respect to banks, the rules and regulations 
prescribed by the Commission under paragraph (1) shall not 
require the disclosure of the names of beneficial owners of 
securities in an account held by the bank on the date of 
enactment of this paragraph unless the beneficial owner 
consents to the disclosure. The provisions of this paragraph 
shall not apply in the case of a bank which the Commission 
finds has not made a good faith effort to obtain such consent 
from such beneficial owners.
 (c) Unless proxies, consents, or authorizations in respect of 
a security registered pursuant to section 12 of this title, or 
a security issued by an investment company registered under the 
Investment Company Act of 1940, are solicited by or on behalf 
of the management of the issuer from the holders of record of 
such security in accordance with the rules and regulations 
prescribed under subsection (a) of this section, prior to any 
annual or other meeting of the holders of such security, such 
issuer shall, in accordance with rules and regulations 
prescribed by the Commission, file with the Commission and 
transmit to all holders of record of such security information 
substantially equivalent to the information which would be 
required to be transmitted if a solicitation were made, but no 
information shall be required to be filed or transmitted 
pursuant to this subsection before July 1, 1964.
 (d)(1) It shall be unlawful for any person, directly or 
indirectly, by use of the mails or by any means or 
instrumentality of interstate commerce or of any facility of a 
national securities exchange or otherwise, to make a tender 
offer for, or a request or invitation for tenders of, any class 
of any equity security which is registered pursuant to section 
12 of this title, or any equity security of an insurance 
company which would have been required to be so registered 
except for the exemption contained in section 12(g)(2)(G) of 
this title, or any equity security issued by a closed-end 
investment company registered under the Investment Company Act 
of 1940, if, after consummation thereof, such person would, 
directly or indirectly, be the beneficial owner of more than 5 
per centum of such class, unless at the time copies of the 
offer or request or invitation are first published or sent or 
given to security holders such person has filed with the 
Commission a statement containing such of the information 
specified in section 13(d) of this title, and such additional 
information as the Commission may by rules and regulations 
prescribe as necessary or appropriate in the public interest or 
for the protection of investors. All requests or invitations 
for tenders or advertisements making a tender offer or 
requesting or inviting tenders, of such a security shall be 
filed as a part of such statement and shall contain such of the 
information contained in such statement as the Commission may 
by rules and regulations prescribe. Copies of any additional 
material soliciting or requesting such tender offers subsequent 
to the initial solicitation or request shall contain such 
information as the Commission may by rules and regulations 
prescribe as necessary or appropriate in the public interest or 
for the protection of investors, and shall be filed with the 
Commission not later than the time copies of such material are 
first published or sent or given to security holders. Copies of 
all statements, in the form in which such material is furnished 
to security holders and the Commission, shall be sent to the 
issuer not later than the date such material is first published 
or sent or given to any security holders.
 (2) When two or more persons act as a partnership, limited 
partnership, syndicate, or other group for the purpose of 
acquiring, holding, or disposing of securities of an issuer, 
such syndicate or group shall be deemed a ``person'' for 
purposes of this subsection.
 (3) In determining, for purposes of this subsection, any 
percentage of a class of any security, such class shall be 
deemed to consist of the amount of the outstanding securities 
of such class, exclusive of any securities of such class held 
by or for the account of the issuer or a subsidiary of the 
issuer.
 (4) Any solicitation or recommendation to the holders of such 
a security to accept or reject a tender offer or request or 
invitation for tenders shall be made in accordance with such 
rules and regulations as the Commission may prescribe as 
necessary or appropriate in the public interest or for the 
protection of investors.
 (5) Securities deposited pursuant to a tender offer or 
request or invitation for tenders may be withdrawn by or on 
behalf of the depositor at any time until the expiration of 
seven days after the time definitive copies of the offer or 
request or invitation are first published or sent or given to 
security holders, and at any time after sixty days from the 
date of the original tender offer or request or invitation, 
except as the Commission may otherwise prescribe by rules, 
regulations, or order as necessary or appropriate in the public 
interest or for the protection of investors.
 (6) Where any person makes a tender offer, or request or 
invitation for tenders, for less than all the outstanding 
equity securities of a class, and where a greater number of 
securities is deposited pursuant thereto within ten days after 
copies of the offer or request or invitation are first 
published or sent or given to security holders than such person 
is bound or willing to take up and pay for, the securities 
taken up shall be taken up as nearly as may be pro rata, 
disregarding fractions, according to the number of securities 
deposited by each depositor. The provisions of this subsection 
shall also apply to securities deposited within ten days after 
notice of an increase in the consideration offered to security 
holders, as described in paragraph (7), is first published or 
sent or given to security holders.
 (7) Where any person varies the terms of a tender offer or 
request or invitation for tenders before the expiration thereof 
by increasing the consideration offered to holders of such 
securities, such person shall pay the increased consideration 
to each security holder whose securities are taken up and paid 
for pursuant to the tender offer or request or invitation for 
tenders whether or not such securities have been taken up by 
such person before the variation of the tender offer or request 
or invitation.
 (8) The provisions of this subsection shall not apply to any 
offer for, or request or invitation for tenders of, any 
security--
 (A) if the acquisition of such security, together 
 with all other acquisitions by the same person of 
 securities of the same class during the preceding 
 twelve months, would not exceed 2 per centum of that 
 class;
 (B) by the issuer of such security; or
 (C) which the Commission, by rules or regulations or 
 by order, shall exempt from the provisions of this 
 subsection as not entered into for the purpose of, and 
 not having the effect of, changing or influencing the 
 control of the issuer or otherwise as not comprehended 
 within the purposes of this subsection.
 (e) It shall be unlawful for any person to make any untrue 
statement of a material fact or omit to state any material fact 
necessary in order to make the statements made, in the light of 
the circumstances under which they are made, not misleading, or 
to engage in any fraudulent, deceptive, or manipulative acts or 
practices, in connection with any tender offer or request or 
invitation for tenders, or any solicitation of security holders 
in opposition to or in favor of any such offer, request, or 
invitation. The Commission shall, for the purposes of this 
subsection, by rules and regulations define, and prescribe 
means reasonably designed to prevent, such acts and practices 
as are fraudulent, deceptive, or manipulative.
 (f) If, pursuant to any arrangement or understanding with the 
person or persons acquiring securities in a transaction subject 
to subsection (d) of this section or subsection (d) of section 
13 of this title, any persons are to be elected or designated 
as directors of the issuer, otherwise than at a meeting of 
security holders, and the persons so elected or designated will 
constitute a majority of the directors of the issuer, then, 
prior to the time any such person takes office as a director, 
and in accordance with rules and regulations prescribed by the 
Commission, the issuer shall file with the Commission, and 
transmit to all holders of record of securities of the issuer 
who would be entitled to vote at a meeting for election of 
directors, information substantially equivalent to the 
information which would be required by subsection (a) or (c) of 
this section to be transmitted if such person or persons were 
nominees for election as directors at a meeting of such 
security holders.
 (g)(1)(A) At the time of filing such preliminary proxy 
solicitation material as the Commission may require by rule 
pursuant to subsection (a) of this section that concerns an 
acquisition, merger, consolidation, or proposed sale or other 
disposition of substantially all the assets of a company, the 
person making such filing, other than a company registered 
under the Investment Company Act of 1940, shall pay to the 
Commission the following fees:
 (i) for preliminary proxy solicitation material 
 involving an acquisition, merger, or consolidation, if 
 there is a proposed payment of cash or transfer of 
 securities or property to shareholders, a fee at a rate 
 that, subject to paragraph (4), is equal to $92 per 
 $1,000,000 of such proposed payment, or of the value of 
 such securities or other property proposed to be 
 transferred; and
 (ii) for preliminary proxy solicitation material 
 involving a proposed sale or other disposition of 
 substantially all of the assets of a company, a fee at 
 a rate that, subject to paragraph (4), is equal to $92 
 per $1,000,000 of the cash or of the value of any 
 securities or other property proposed to be received 
 upon such sale or disposition.
 (B) The fee imposed under subparagraph (A) shall be reduced 
with respect to securities in an amount equal to any fee paid 
to the Commission with respect to such securities in connection 
with the proposed transaction under section 6(b) of the 
Securities Act of 1933 (15 U.S.C. 77f(b)), or the fee paid 
under that section shall be reduced in an amount equal to the 
fee paid to the Commission in connection with such transaction 
under this subsection. Where two or more companies involved in 
an acquisition, merger, consolidation, sale, or other 
disposition of substantially all the assets of a company must 
file such proxy material with the Commission, each shall pay a 
proportionate share of such fee.
 (2) At the time of filing such preliminary information 
statement as the Commission may require by rule pursuant to 
subsection (c) of this section, the issuer shall pay to the 
Commission the same fee as required for preliminary proxy 
solicitation material under paragraph (1) of this subsection.
 (3) At the time of filing such statement as the Commission 
may require by rule pursuant to subsection (d)(1) of this 
section, the person making the filing shall pay to the 
Commission a fee at a rate that, subject to paragraph (4), is 
equal to $92 per $1,000,000 of the aggregate amount of cash or 
of the value of securities or other property proposed to be 
offered. The fee shall be reduced with respect to securities in 
an amount equal to any fee paid with respect to such securities 
in connection with the proposed transaction under section 6(b) 
of the Securities Act of 1933 (15 U.S.C. 77f(b)), or the fee 
paid under that section shall be reduced in an amount equal to 
the fee paid to the Commission in connection with such 
transaction under this subsection.
 (4) Annual adjustment.--For each fiscal year, the 
 Commission shall by order adjust the rate required by 
 paragraphs (1) and (3) for such fiscal year to a rate 
 that is equal to the rate (expressed in dollars per 
 million) that is applicable under section 6(b) of the 
 Securities Act of 1933 (15 U.S.C. 77f(b)) for such 
 fiscal year.
 (5) Fee collection.--Fees collected pursuant to this 
 subsection for fiscal year 2012 and each fiscal year 
 thereafter shall be deposited and credited as general 
 revenue of the Treasury and shall not be available for 
 obligation.
 (6) Review; effective date; publication.--In 
 exercising its authority under this subsection, the 
 Commission shall not be required to comply with the 
 provisions of section 553 of title 5, United States 
 Code. An adjusted rate prescribed under paragraph (4) 
 shall be published and take effect in accordance with 
 section 6(b) of the Securities Act of 1933 (15 U.S.C. 
 77f(b)).
 (7) Pro rata application.--The rates per $1,000,000 
 required by this subsection shall be applied pro rata 
 to amounts and balances of less than $1,000,000.
 (8) Notwithstanding any other provision of law, the 
Commission may impose fees, charges, or prices for matters not 
involving any acquisition, merger, consolidation, sale, or 
other disposition of assets described in this subsection, as 
authorized by section 9701 of title 31, United States Code, or 
otherwise.
 (h) Proxy Solicitations and Tender Offers in Connection With 
Limited Partnership Rollup Transactions.--
 (1) Proxy rules to contain special provisions.--It 
 shall be unlawful for any person to solicit any proxy, 
 consent, or authorization concerning a limited 
 partnership rollup transaction, or to make any tender 
 offer in furtherance of a limited partnership rollup 
 transaction, unless such transaction is conducted in 
 accordance with rules prescribed by the Commission 
 under subsections (a) and (d) as required by this 
 subsection. Such rules shall--
 (A) permit any holder of a security that is 
 the subject of the proposed limited partnership 
 rollup transaction to engage in preliminary 
 communications for the purpose of determining 
 whether to solicit proxies, consents, or 
 authorizations in opposition to the proposed 
 limited partnership rollup transaction, without 
 regard to whether any such communication would 
 otherwise be considered a solicitation of 
 proxies, and without being required to file 
 soliciting material with the Commission prior 
 to making that determination, except that--
 (i) nothing in this subparagraph 
 shall be construed to limit the 
 application of any provision of this 
 title prohibiting, or reasonably 
 designed to prevent, fraudulent, 
 deceptive, or manipulative acts or 
 practices under this title; and
 (ii) any holder of not less than 5 
 percent of the outstanding securities 
 that are the subject of the proposed 
 limited partnership rollup transaction 
 who engages in the business of buying 
 and selling limited partnership 
 interests in the secondary market shall 
 be required to disclose such ownership 
 interests and any potential conflicts 
 of interests in such preliminary 
 communications;
 (B) require the issuer to provide to holders 
 of the securities that are the subject of the 
 limited partnership rollup transaction such 
 list of the holders of the issuer's securities 
 as the Commission may determine in such form 
 and subject to such terms and conditions as the 
 Commission may specify;
 (C) prohibit compensating any person 
 soliciting proxies, consents, or authorizations 
 directly from security holders concerning such 
 a limited partnership rollup transaction--
 (i) on the basis of whether the 
 solicited proxy, consent, or 
 authorization either approves or 
 disapproves the proposed limited 
 partnership rollup transaction; or
 (ii) contingent on the approval, 
 disapproval, or completion of the 
 limited partnership rollup transaction;
 (D) set forth disclosure requirements for 
 soliciting material distributed in connection 
 with a limited partnership rollup transaction, 
 including requirements for clear, concise, and 
 comprehensible disclosure with respect to--
 (i) any changes in the business plan, 
 voting rights, form of ownership 
 interest, or the compensation of the 
 general partner in the proposed limited 
 partnership rollup transaction from 
 each of the original limited 
 partnerships;
 (ii) the conflicts of interest, if 
 any, of the general partner;
 (iii) whether it is expected that 
 there will be a significant difference 
 between the exchange values of the 
 limited partnerships and the trading 
 price of the securities to be issued in 
 the limited partnership rollup 
 transaction;
 (iv) the valuation of the limited 
 partnerships and the method used to 
 determine the value of the interests of 
 the limited partners to be exchanged 
 for the securities in the limited 
 partnership rollup transaction;
 (v) the differing risks and effects 
 of the limited partnership rollup 
 transaction for investors in different 
 limited partnerships proposed to be 
 included, and the risks and effects of 
 completing the limited partnership 
 rollup transaction with less than all 
 limited partnerships;
 (vi) the statement by the general 
 partner required under subparagraph 
 (E);
 (vii) such other matters deemed 
 necessary or appropriate by the 
 Commission;
 (E) require a statement by the general 
 partner as to whether the proposed limited 
 partnership rollup transaction is fair or 
 unfair to investors in each limited 
 partnership, a discussion of the basis for that 
 conclusion, and an evaluation and a description 
 by the general partner of alternatives to the 
 limited partnership rollup transaction, such as 
 liquidation;
 (F) provide that, if the general partner or 
 sponsor has obtained any opinion (other than an 
 opinion of counsel), appraisal, or report that 
 is prepared by an outside party and that is 
 materially related to the limited partnership 
 rollup transaction, such soliciting materials 
 shall contain or be accompanied by clear, 
 concise, and comprehensible disclosure with 
 respect to--
 (i) the analysis of the transaction, 
 scope of review, preparation of the 
 opinion, and basis for and methods of 
 arriving at conclusions, and any 
 representations and undertakings with 
 respect thereto;
 (ii) the identity and qualifications 
 of the person who prepared the opinion, 
 the method of selection of such person, 
 and any material past, existing, or 
 contemplated relationships between the 
 person or any of its affiliates and the 
 general partner, sponsor, successor, or 
 any other affiliate;
 (iii) any compensation of the 
 preparer of such opinion, appraisal, or 
 report that is contingent on the 
 transaction's approval or completion; 
 and
 (iv) any limitations imposed by the 
 issuer on the access afforded to such 
 preparer to the issuer's personnel, 
 premises, and relevant books and 
 records;
 (G) provide that, if the general partner or 
 sponsor has obtained any opinion, appraisal, or 
 report as described in subparagraph (F) from 
 any person whose compensation is contingent on 
 the transaction's approval or completion or who 
 has not been given access by the issuer to its 
 personnel and premises and relevant books and 
 records, the general partner or sponsor shall 
 state the reasons therefor;
 (H) provide that, if the general partner or 
 sponsor has not obtained any opinion on the 
 fairness of the proposed limited partnership 
 rollup transaction to investors in each of the 
 affected partnerships, such soliciting 
 materials shall contain or be accompanied by a 
 statement of such partner's or sponsor's 
 reasons for concluding that such an opinion is 
 not necessary in order to permit the limited 
 partners to make an informed decision on the 
 proposed transaction;
 (I) require that the soliciting material 
 include a clear, concise, and comprehensible 
 summary of the limited partnership rollup 
 transaction (including a summary of the matters 
 referred to in clauses (i) through (vii) of 
 subparagraph (D) and a summary of the matter 
 referred to in subparagraphs (F), (G), and 
 (H)), with the risks of the limited partnership 
 rollup transaction set forth prominently in the 
 fore part thereof;
 (J) provide that any solicitation or offering 
 period with respect to any proxy solicitation, 
 tender offer, or information statement in a 
 limited partnership rollup transaction shall be 
 for not less than the lesser of 60 calendar 
 days or the maximum number of days permitted 
 under applicable State law; and
 (K) contain such other provisions as the 
 Commission determines to be necessary or 
 appropriate for the protection of investors in 
 limited partnership rollup transactions.
 (2) Exemptions.--The Commission may, consistent with 
 the public interest, the protection of investors, and 
 the purposes of this title, exempt by rule or order any 
 security or class of securities, any transaction or 
 class of transactions, or any person or class of 
 persons, in whole or in part, conditionally or 
 unconditionally, from the requirements imposed pursuant 
 to paragraph (1) or from the definition contained in 
 paragraph (4).
 (3) Effect on commission authority.--Nothing in this 
 subsection limits the authority of the Commission under 
 subsection (a) or (d) or any other provision of this 
 title or precludes the Commission from imposing, under 
 subsection (a) or (d) or any other provision of this 
 title, a remedy or procedure required to be imposed 
 under this subsection.
 (4) Definition of limited partnership rollup 
 transaction.--Except as provided in paragraph (5), as 
 used in this subsection, the term ``limited partnership 
 rollup transaction'' means a transaction involving the 
 combination or reorganization of one or more limited 
 partnerships, directly or indirectly, in which--
 (A) some or all of the investors in any of 
 such limited partnerships will receive new 
 securities, or securities in another entity, 
 that will be reported under a transaction 
 reporting plan declared effective before the 
 date of enactment of this subsection by the 
 Commission under section 11A;
 (B) any of the investors' limited partnership 
 securities are not, as of the date of filing, 
 reported under a transaction reporting plan 
 declared effective before the date of enactment 
 of this subsection by the Commission under 
 section 11A;
 (C) investors in any of the limited 
 partnerships involved in the transaction are 
 subject to a significant adverse change with 
 respect to voting rights, the term of existence 
 of the entity, management compensation, or 
 investment objectives; and
 (D) any of such investors are not provided an 
 option to receive or retain a security under 
 substantially the same terms and conditions as 
 the original issue.
 (5) Exclusions from definition.--Notwithstanding 
 paragraph (4), the term ``limited partnership rollup 
 transaction'' does not include--
 (A) a transaction that involves only a 
 limited partnership or partnerships having an 
 operating policy or practice of retaining cash 
 available for distribution and reinvesting 
 proceeds from the sale, financing, or 
 refinancing of assets in accordance with such 
 criteria as the Commission determines 
 appropriate;
 (B) a transaction involving only limited 
 partnerships wherein the interests of the 
 limited partners are repurchased, recalled, or 
 exchanged in accordance with the terms of the 
 preexisting limited partnership agreements for 
 securities in an operating company specifically 
 identified at the time of the formation of the 
 original limited partnership;
 (C) a transaction in which the securities to 
 be issued or exchanged are not required to be 
 and are not registered under the Securities Act 
 of 1933;
 (D) a transaction that involves only issuers 
 that are not required to register or report 
 under section 12, both before and after the 
 transaction;
 (E) a transaction, except as the Commission 
 may otherwise provide by rule for the 
 protection of investors, involving the 
 combination or reorganization of one or more 
 limited partnerships in which a non-affiliated 
 party succeeds to the interests of a general 
 partner or sponsor, if--
 (i) such action is approved by not 
 less than 66\2/3\ percent of the 
 outstanding units of each of the 
 participating limited partnerships; and
 (ii) as a result of the transaction, 
 the existing general partners will 
 receive only compensation to which they 
 are entitled as expressly provided for 
 in the preexisting limited partnership 
 agreements; or
 (F) a transaction, except as the Commission 
 may otherwise provide by rule for the 
 protection of investors, in which the 
 securities offered to investors are securities 
 of another entity that are reported under a 
 transaction reporting plan declared effective 
 before the date of enactment of this subsection 
 by the Commission under section 11A, if--
 (i) such other entity was formed, and 
 such class of securities was reported 
 and regularly traded, not less than 12 
 months before the date on which 
 soliciting material is mailed to 
 investors; and
 (ii) the securities of that entity 
 issued to investors in the transaction 
 do not exceed 20 percent of the total 
 outstanding securities of the entity, 
 exclusive of any securities of such 
 class held by or for the account of the 
 entity or a subsidiary of the entity.
 (i) Disclosure of Pay Versus Performance.--The Commission 
shall, by rule, require each issuer to disclose in any proxy or 
consent solicitation material for an annual meeting of the 
shareholders of the issuer a clear description of any 
compensation required to be disclosed by the issuer under 
section 229.402 of title 17, Code of Federal Regulations (or 
any successor thereto), including, for any issuer other than an 
emerging growth company, information that shows the 
relationship between executive compensation actually paid and 
the financial performance of the issuer, taking into account 
any change in the value of the shares of stock and dividends of 
the issuer and any distributions. The disclosure under this 
subsection may include a graphic representation of the 
information required to be disclosed.
 (j) Disclosure of Hedging by Employees and Directors.--The 
Commission shall, by rule, require each issuer to disclose in 
any proxy or consent solicitation material for an annual 
meeting of the shareholders of the issuer whether any employee 
or member of the board of directors of the issuer, or any 
designee of such employee or member, is permitted to purchase 
financial instruments (including prepaid variable forward 
contracts, equity swaps, collars, and exchange funds) that are 
designed to hedge or offset any decrease in the market value of 
equity securities--
 (1) granted to the employee or member of the board of 
 directors by the issuer as part of the compensation of 
 the employee or member of the board of directors; or
 (2) held, directly or indirectly, by the employee or 
 member of the board of directors.
 (k) Data Standards for Proxy and Consent Solicitation 
Materials.--
 (1) Requirement.--The Commission shall, by rule, 
 adopt data standards for all information contained in 
 any proxy or consent solicitation material prepared by 
 an issuer for an annual meeting of the shareholders of 
 the issuer, except that the Commission may exempt 
 exhibits, signatures, and certifications from those 
 data standards.
 (2) Consistency.--The data standards required under 
 paragraph (1) shall incorporate, and ensure 
 compatibility with (to the extent feasible), all 
 applicable data standards established in the rules 
 promulgated under section 124 of the Financial 
 Stability Act of 2010, including, to the extent 
 practicable, by having the characteristics described in 
 clauses (i) through (vi) of subsection (c)(1)(B) of 
 such section 124.
 (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.

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