; and (5) the term reporting company means an issuer— (A) the securities of which are registered under section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l ); or (B) that is required to file reports under section 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o(d) ). (b) Requirement To issue rules Not later than 360 days after the date of enactment of this Act, the Commission shall issue final rules to require each reporting company, in each annual report submitted under section 13 or section 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m and 78o(d)), or in each proxy statement filed pursuant to section 14(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(a) ) for an annual meeting of shareholders, to— (1) disclose whether the reporting company, in order to align the incentives of those managing the reporting company with the incentives of the shareholders of the reporting company, has established procedures to recoup from compensation paid to, and to withhold from future compensation paid to, any named executive officer all or a portion of the cost of any covered fine or similar penalty that has been paid by the reporting company; (2) if the reporting company has established procedures described in paragraph (1)— (A) provide a description of those procedures; and (B) disclose the amount that the reporting company has recouped from each named executive officer under those procedures during each of the 3 most recent fiscal years; and (3) if the reporting company has not established procedures described in paragraph (1), provide an explanation of why no such procedures are necessary for the benefit of the shareholders of the reporting company.