S. 3831

119 S3831 IS: Enhancing Multi-Class Share Disclosures Act
 U.S. Senate
 2026-02-11
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 EN
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 II  119th CONGRESS  2d Session  S. 3831  IN THE SENATE OF THE UNITED STATES   February 11, 2026   Mr. Gallego  (for himself and  Mr. Rounds ) introduced the following bill; which was read twice and referred to the  Committee on Banking, Housing, and Urban Affairs    A BILL
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.
1.
Short title
This Act may be cited as the   Enhancing Multi-Class Share Disclosures Act  .
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 for issuers with multi-Class share structures
(1)
Definition
In this subsection, the term  multi-class share structure  means a capitalization structure that contains 2 or more classes of securities that have differing amounts of voting rights in the election of directors.
(2)
Disclosure
The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (3) in—
(A)
any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer; or
(B)
any other filing, as the Commission determines appropriate.
(3)
Content
A disclosure made under paragraph (2) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is a 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 of the issuer—
(A)
the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by that 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 that 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.
 .