; (ii) the compensation of management or the board of directors of the registrant; (iii) the selection of auditors; (iv) material conflicts; (v) declassification; or (vi) transactions that would transform the structure of the registrant, including— (I) a merger or consolidation; and (II) the sale, lease, or exchange of all, or substantially all, of the property and assets of a registrant; and (B) does not include— (i) a proposal that is not submitted to a holder of covered securities by means of a proxy statement comparable to that described in section 240.14a–101 of title 17, Code of Federal Regulations, or any successor regulation; (ii) a proposal that is— (I) the subject of a counter-solicitation; or (II) part of a proposal made by a person other than the applicable registrant; or (iii) any other matter determined by the Commission or an exchange registered under section 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f ) to be not routine. . (b) Effective date The amendment made by this section shall take effect on the first August 1 that occurs after the date that is 2 years after the date of enactment of this Act.