“Your 2025 Form 10-K roadmap” from Davis Polk identifies recently adopted SEC rules that impact the Form 10-K with reference to prior firm memos for additional detail and highlights numerous disclosure topics of heightened scrutiny, including AI, non-GAAP measures, and geopolitical-related exposures, as well as discrepancies in disclosures across earnings call and periodic filings. Companies are also reminded to actively review and refresh their forward-looking statements, MD&A, and risk factors.
Goodwin’s Year-End Tool Kit includes updated forms, templates, and other resources for company’s 2025-2026 year-end reporting and proxy statement, including:
D&O Questionnaires — Historically separated into standalone questionnaires for broadly applicable disclosures; director independence, audit committee, and compensation matters; Form 5 and Section 16 reporting; and other matters, the new form of questionnaires integrate all of the previous standalone questionnaires into one, as summarized here.
Compensation Disclosure
Calendars
- Public Company Annual Timetable—compliance calendar includes many corporate governance, SEC reporting, and compliance action items
- SEC Filing Deadlines and Holiday Calendar—guide to key SEC and stock exchange dates
Coming soon: Form 10-K and proxy and information statement form checks
Mayer Brown’s “2026 U.S. Annual Report and Proxy Season: It’s Go Time!” provides an overview of a number of key disclosure and practice considerations for the upcoming proxy and annual report season, including those relating to 10-K disclosure, environmental and social matters, executive compensation disclosure, governance matters (including D&O questionnaires), proxy advisor updates, Rule 14a-8, and shareholder voting and engagement
Sullivan & Cromwell’s "Key Considerations for Upcoming 2025 Form 10-K and 20-F Filings" highlights macroeconomic, geopolitical, and policy developments that companies should consider for forthcoming Form 10-K / Form 20-F filings.
Winston & Strawn’s “2026 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations” flags compensation-related action and review items for companies with reference to recent developments (e.g., new proxy advisor policy guidelines) and hot topics (e.g., executive perk disclosure), as well as governance basics including a thoughtful review of the compensation committee charter for potential updates that may encompass changed or added responsibilities, changes in nomenclature, and conformance with actual practices.
Editor’s Note: As previously reported, the University of Delaware’s Weinberg Center is conducting a survey on Rule 14a-8 (pdf here). The survey is confidential, is expected to take less than 15 minutes to complete, and closes December 24. Please consider participating and feel free to share with colleagues who engage with shareholder proposals.