VOTING BY BROKERS.

SEC. 957. VOTING BY BROKERS. Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(b)) is amended—(1) in paragraph (9)—(A) in subparagraph (A), by redesignating clauses (i) through (v) as subclauses (I) through (V), respectively, and adjusting the margins accordingly;(B) by redesignating subparagraphs (A) through (D) as clauses (i) through (iv), respectively, and adjusting the margins accordingly;(C) by inserting “(A)” after “(9)”; and(D) in the matter immediately following clause (iv), as so redesignated, by striking “As used” and inserting the following:“(B) As used”.(2) by adding at the end the following:“(10)(A) The rules of the exchange prohibit any member that is not the beneficial owner of a security registered under section 12 from granting a proxy to vote the security in connection with a shareholder vote described in subparagraph (B), unless the beneficial owner of the security has instructed the member to vote the proxy in accordance with the voting instructions of the beneficial owner.“(B) A shareholder vote described in this subparagraph is a shareholder vote with respect to the election of a member 124 STAT. 1907 of the board of directors of an issuer, executive compensation, or any other significant matter, as determined by the Commission, by rule, and does not include a vote with respect to the uncontested election of a member of the board of directors of any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80b–1 et seq.).“(C) Nothing in this paragraph shall be construed to prohibit a national securities exchange from prohibiting a member that is not the beneficial owner of a security registered under section 12 from granting a proxy to vote the security in connection with a shareholder vote not described in subparagraph (A).”.