124 STAT. 1903 PUBLIC LAW 111–203—JULY 21, 2010 ‘‘(f) COMMISSION RULES.— ‘‘(1) IN GENERAL.—Not later than 360 days after the date of enactment of this section, the Commission shall, by rule, direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the requirements of this section. ‘‘(2) OPPORTUNITY TO CURE DEFECTS.—The rules of the Commission under paragraph (1) shall provide for appropriate procedures for an issuer to have a reasonable opportunity to cure any defects that would be the basis for the prohibition under paragraph (1), before the imposition of such prohibition. ‘‘(3) EXEMPTION AUTHORITY.— ‘‘(A) IN GENERAL.—The rules of the Commission under paragraph (1) shall permit a national securities exchange or a national securities association to exempt a category of issuers from the requirements under this section, as the national securities exchange or the national securities association determines is appropriate. ‘‘(B) CONSIDERATIONS.—In determining appropriate exemptions under subparagraph (A), the national securities exchange or the national securities association shall take into account the potential impact of the requirements of this section on smaller reporting issuers. ‘‘(g) CONTROLLED COMPANY EXEMPTION.— ‘‘(1) IN GENERAL.—This section shall not apply to any con- trolled company. ‘‘(2) DEFINITION.—For purposes of this section, the term ‘controlled company’ means an issuer— ‘‘(A) that is listed on a national securities exchange or by a national securities association; and ‘‘(B) that holds an election for the board of directors of the issuer in which more than 50 percent of the voting power is held by an individual, a group, or another issuer.’’. (b) STUDY AND REPORT.— (1) STUDY.—The Securities and Exchange Commission shall conduct a study and review of the use of compensation consult- ants and the effects of such use. (2) REPORT.—Not later than 2 years after the date of the enactment of this Act, the Commission shall submit a report to Congress on the results of the study and review required by this subsection. SEC. 953. EXECUTIVE COMPENSATION DISCLOSURES. (a) DISCLOSURE OF PAY VERSUS PERFORMANCE.—Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n), as amended by this title, is amended by adding at the end the following: ‘‘(i) DISCLOSURE OF PAY VERSUS PERFORMANCE.—The Commis- sion shall, by rule, require each issuer to disclose in any proxy or consent solicitation material for an annual meeting of the share- holders 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 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 Regulations. Procedures. Deadline.
