,,ii #aaeth ,,congress #ast ,session ,s4 #ahdc ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,september #ai1 #bjag,mrs4 ,gillibrand 7for herself and ,mr4 ,durbin7 introduced the following bill2 which was read twice and referred to the ,committee on ,finance ,a ,,bill ,to amend the ,internal ,revenue ,code of #aihf to deny a deduction for excessive compensation of any employee of an employer1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,stop ,,ceo ,excessive ,pay ,act4 #b4 ,denial of deduction for payments of excessive compensation 7a7 ,in general ,section #afb of the ,internal ,revenue ,code of #aihf is amended by inserting after subsection 7h7 the following new subsections3 7i7 ,excessive compensation 7#a7 ,in general ,no deduction shall be allowed under this chapter for any excessive compensation for any employee of the taxpayer4 7#b7 ,excessive compensation ,for purposes of this subsection1 the term excessive compensation means1 with respect to any employee1 the amount by which the compensation for services performed by such employee during the taxable year exceeds the lesser of-- 7,a7 the median of the compensation paid for services performed by all employees of the taxpayer during the taxable year1 multiplied by #be1 or 7,b7 #a1jjj1jjj4 7#c7 ,other definitions and special rules ,for purposes of this subsection-- 7,a7 ,compensation ,the term compensation includes wages1 salary1 fees1 commissions1 fringe benefits1 deferred compensation1 retirement contributions1 options1 bonuses1 property1 and any other form of remuneration that the ,secretary determines is appropriate4 7,b7 ,employer ,all persons treated as a single employer under subsection 7a7 or 7b7 of section #eb or subsection 7m7 or 7o7 of section #dad shall be treated as a single taxpayer for purposes of this subsection4 7,c7 ,employee ,the term employee includes full-time1 part-time1 and seasonal employees4 7#d7 ,reporting ,each employer which provides any excessive compensation to any employee during a taxable year shall file a report with the ,secretary with respect to such taxable year including-- 7,a7 the amount of compensation of the employee of the taxpayer receiving the lowest amount of compensation during such taxable year1 7,b7 the amount of compensation of the employee of the taxpayer receiving the highest amount of compensation during such taxable year1 7,c7 the median compensation of all employees of the taxpayer during such taxable year1 7,d7 the number of employees of the taxpayer who are receiving excessive compensation during such taxable year1 and 7,e7 the amount of compensation of each employee described in subparagraph 7,d7 during such taxable year4 ,such report shall be filed at such time and in such manner as the ,secretary may require4 7j7 ,fines relating to executive compensation ,no deduction shall be allowed under this chapter for any fine paid to the ,securities and ,exchange ,commission under section #af7;h77#d7 of the ,securities ,exchange ,act of #aicd4 4 7b7 ,effective date ,the amendment made by this section shall apply to taxable years beginning after the date of the enactment of this ,act4 #c4 ,amendment to the ,securities ,exchange ,act of #aicd 7a7 ,in general ,section #af of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghp7 is amended by adding at the end the following3 7h7 ,shareholder approval of executive compensation 7#a7 ,calculation of compensation ,for purposes of this subsection1 the term compensation includes wages1 salary1 fees1 commissions1 fringe benefits1 deferred compensation1 retirement contributions1 options1 bonuses1 property1 and any other form of remuneration that the ,commission1 in consultation with the ,secretary of the ,treasury1 determines is appropriate4 7#b7 ,limitation 7,a7 ,in general ,except as provided in subparagraph 7,b71 the compensation paid to an employee of an issuer in any taxable year may not exceed the lesser of-- 7i7 #a1jjj1jjj2 or 7ii7 an amount that is #be times the median amount of compensation paid to all employees of that issuer during that taxable year4 7,b7 ,exception ,an issuer may pay compensation described in subparagraph 7,a7 to an employee of the issuer if1 not more than #ah months before the last day of the taxable year in which the compensation is paid1 not less than #ej percent of the shareholders of the issuer vote to approve the compensation through a proxy or consent or authorization for an annual or other meeting of the shareholders4 7#c7 ,proxy contents ,proxy materials for a shareholder vote described in paragraph 7#b77;,b7 shall include1 with respect to the most recent taxable year ending before the date on which the vote takes place-- 7,a7 the amount of compensation paid to the lowest paid employee of the issuer2 7,b7 the amount of compensation paid to the highest paid employee of the issuer2 7,c7 the median amount of compensation paid to all employees of the issuer2 7,d7 the number of employees of the issuer who are paid compensation in an amount that is more than #be times the amount described in subparagraph 7,c72 and 7,e7 the total amount of compensation paid to the employees described in subparagraph 7,d74 7#d7 ,money penalty 7,a7 ,in general ,the ,commission may impose a civil penalty against an issuer if-- 7i7 the issuer1 in a taxable year1 pays compensation to an employee of the issuer in an amount that exceeds the lesser of-- 7,i7 #a1jjj1jjj2 or 7,,ii7 #be times the median amount of compensation paid to all employees of that issuer during that taxable year2 and 7ii7 7,i7 the issuer does not conduct a vote described in paragraph 7#b77;,b7 with respect to the compensation described in clause 7i72 or 7,,ii7 less than #ej percent of the shareholders of the issuer vote to approve the compensation described in clause 7i71 in contravention of the requirement under paragraph 7#b77;,b74 7,b7 ,amount of penalty ,the amount of the penalty imposed under subparagraph 7,a7 shall be equal to the excess of-- 7i7 the compensation described in subparagraph 7,a77i72 over 7ii7 the lesser of-- 7,i7 #a1jjj1jjj2 or 7,,ii7 the amount that is #be times the median amount of compensation paid to all employees of the issuer during the taxable year in which that compensation is paid to that employee4 4 7b7 ,deadline for rulemaking ,not later than #a year after the date of enactment of this ,act1 the ,securities and ,exchange ,commission shall issue any final rules and regulations required to carry out section #af7;h7 of the ,securities ,exchange ,act of #aicd1 as added by subsection 7a74