124 STAT. 1904 PUBLIC LAW 111–203—JULY 21, 2010 disclosure under this subsection may include a graphic representa- tion of the information required to be disclosed.’’. (b) ADDITIONAL DISCLOSURE REQUIREMENTS.— (1) IN GENERAL.—The Commission shall amend section 229.402 of title 17, Code of Federal Regulations, to require each issuer to disclose in any filing of the issuer described in section 229.10(a) of title 17, Code of Federal Regulations (or any successor thereto)— (A) the median of the annual total compensation of all employees of the issuer, except the chief executive officer (or any equivalent position) of the issuer; (B) the annual total compensation of the chief executive officer (or any equivalent position) of the issuer; and (C) the ratio of the amount described in subparagraph (A) to the amount described in subparagraph (B). (2) TOTAL COMPENSATION.—For purposes of this subsection, the total compensation of an employee of an issuer shall be determined in accordance with section 229.402(c)(2)(x) of title 17, Code of Federal Regulations, as in effect on the day before the date of enactment of this Act. SEC. 954. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. The Securities Exchange Act of 1934 is amended by inserting after section 10C, as added by section 952, the following: ‘‘SEC. 10D. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION POLICY. ‘‘(a) LISTING STANDARDS.—The Commission shall, by rule, direct the national securities exchanges and national securities associa- tions to prohibit the listing of any security of an issuer that does not comply with the requirements of this section. ‘‘(b) RECOVERY OF FUNDS.—The rules of the Commission under subsection (a) shall require each issuer to develop and implement a policy providing— ‘‘(1) for disclosure of the policy of the issuer on incentive- based compensation that is based on financial information required to be reported under the securities laws; and ‘‘(2) that, in the event that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, the issuer will recover from any current or former executive officer of the issuer who received incentive- based compensation (including stock options awarded as com- pensation) during the 3-year period preceding the date on which the issuer is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restate- ment.’’. SEC. 955. DISCLOSURE REGARDING EMPLOYEE AND DIRECTOR HEDGING. 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: ‘‘(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 Regulations. Regulations. 15 USC 78j–4. Regulations. 15 USC 78l note.
