; or (ii) an amount that is 25 times the median amount of compensation paid to all employees of that issuer during that taxable year. (B) Exception An issuer may pay compensation described in subparagraph (A) to an employee of the issuer if, not more than 18 months before the last day of the taxable year in which the compensation is paid, not less than 50 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 shareholders. (3) Proxy contents Proxy materials for a shareholder vote described in paragraph (2)(B) shall include, with respect to the most recent taxable year ending before the date on which the vote takes place— (A) the amount of compensation paid to the lowest paid employee of the issuer; (B) the amount of compensation paid to the highest paid employee of the issuer; (C) the median amount of compensation paid to all employees of the issuer; (D) the number of employees of the issuer who are paid compensation in an amount that is more than 25 times the amount described in subparagraph (C); and (E) the total amount of compensation paid to the employees described in subparagraph (D). (4) Money penalty (A) In general The Commission may impose a civil penalty against an issuer if— (i) the issuer, in a taxable year, pays compensation to an employee of the issuer in an amount that exceeds the lesser of— (I) $1,000,000; or (II) 25 times the median amount of compensation paid to all employees of that issuer during that taxable year; and (ii) (I) the issuer does not conduct a vote described in paragraph (2)(B) with respect to the compensation described in clause (i); or (II) less than 50 percent of the shareholders of the issuer vote to approve the compensation described in clause (i), in contravention of the requirement under paragraph (2)(B). (B) Amount of penalty The amount of the penalty imposed under subparagraph (A) shall be equal to the excess of— (i) the compensation described in subparagraph (A)(i)