PROXY ACCESS.

SEC. 971. PROXY ACCESS.(a) Proxy Access.—Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(a)) is amended—(1) by inserting “(1)” after “(a)”; and(2) by adding at the end the following:“(2) The rules and regulations prescribed by the Commission under paragraph (1) may include—“(A) a requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and“(B) a requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).”.(b) Regulations.—The Commission may issue rules permitting the use by a shareholder of proxy solicitation materials supplied by an issuer of securities for the purpose of nominating individuals to membership on the board of directors of the issuer, under such terms and conditions as the Commission determines are in the interests of shareholders and for the protection of investors.(c) Exemptions.—The Commission may, by rule or order, exempt an issuer or class of issuers from the requirement made by this section or an amendment made by this section. In determining whether to make an exemption under this subsection, the Commission shall take into account, among other considerations, whether the requirement in the amendment made by subsection (a) disproportionately burdens small issuers.