DISCLOSURE REGARDING EMPLOYEE AND DIRECTOR HEDGING.

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 124 STAT. 1905 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.”.