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Enhancing Multi-Class Share Disclosures Act
Summary
The bill requires companies with multi-class share structures to disclose voting information in proxy and consent solicitation materials. For each director, director nominee, executive officer, or person owning 5 percent or more of voting securities, companies must disclose the person's shareholdings as a percentage of total voting securities and their voting power as a percentage of total combined voting power. A multi-class share structure is defined as a capitalization structure with two or more types of securities that have different voting rights in director elections. The Securities and Exchange Commission would establish rules to implement these disclosure requirements.
AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.
Sponsor (1)
Actions (15)
- Jul 24, 2025 Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. · senate
- Jul 23, 2025 Motion to reconsider laid on the table Agreed to without objection. · house
- Jul 23, 2025 On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 381 - 31 (Roll no. 217). (text: 07/21/2025 CR H3508) · house
- Jul 23, 2025 Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 381 - 31 (Roll no. 217). (text: 07/21/2025 CR H3508)
- Jul 23, 2025 Considered as unfinished business. (consideration: CR H3621-3622) · house
- Jul 21, 2025 At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed. · house
- Jul 21, 2025 DEBATE - The House proceeded with forty minutes of debate on H.R. 3357. · house
- Jul 21, 2025 Considered under suspension of the rules. (consideration: CR H3508) · house
- Jul 21, 2025 Mr. Hill (AR) moved to suspend the rules and pass the bill, as amended. · house
- Jun 3, 2025 Placed on the Union Calendar, Calendar No. 90. · house
- Jun 3, 2025 Reported (Amended) by the Committee on Financial Services. H. Rept. 119-120. · house
- May 20, 2025 Ordered to be Reported (Amended) by the Yeas and Nays: 51 - 0. · house
- May 20, 2025 Committee Consideration and Mark-up Session Held · house
- May 13, 2025 Referred to the House Committee on Financial Services. · house
- May 13, 2025 Introduced in House
More bills on these subjects (8)
Other bills that carry the most legislative subjects in common with this one (topical discovery — distinct from the procedural related bills above).
Text versions (4)
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Full text
AN ACT
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.”.
Passed the House of Representatives July 23, 2025.
Attest:
Clerk. 119th CONGRESS
1st Session
H. R. 3357
AN ACT
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.
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