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Stinson's "Changes to D&O Questionnaires for 2020 Proxy Season" identifies three potential D&O questionnaire tweaks for the 2020 proxy season:

• Consistent with the FAST Act-triggered Reg. S-K amendments (page 40) concerning Section 16 compliance and disclosure, in lieu of questions regarding whether all Section 16 reports have been furnished to the company, consider questions about whether all required Section 16 reports have been filed on EDGAR.
• Continue to consider whether changes to §162(m)-related questions are appropriate in light of the repeal of the performance based compensation exception and any relevant transition arrangements.
• If approved, consider whether Nasdaq's proposed rule change to amend the definition of "Family Member" for purposes of determining director independence will warrant changes to the D&O questionnaire (see our prior report: "Director Independence: Nasdaq Proposes Amendment to 'Family Member'").

Access additional resources on these pages: D&O Questionnaires, Disclosure Reform, Executive Pay, and Nasdaq. This post first appeared in the weekly Society Alert!