H.R. 8612 — Reward Work Act

This section prohibits issuers from purchasing their own equity securities on national securities exchanges (i.e., exchanges registered under the Securities Exchange Act of 1934) and nullifies SEC Rule 10b-18, which previously provided a safe harbor for such open-market repurchases from manipulation charges. The prohibition does not apply to tender offers.

This section amends Section 12 of the Securities Exchange Act of 1934 to prohibit issuers from registering securities on a national securities exchange unless at least one-third of the issuer's directors are chosen by the issuer's employees through a one-employee-one-vote election process. The section further directs the Securities and Exchange Commission (SEC), in consultation with the National Labor Relations Board (NLRB), to promulgate regulations (1) ensuring fair and democratic director elections at issuing firms and (2) requiring issuers to achieve such board representation within two years of enactment.

This section directs the Securities and Exchange Commission to promulgate regulations requiring national securities exchanges and issuers to comply with this Act and the amendments made by this Act.