Blogs

The SEC published its Spring 2021 Reg-Flex Agenda, reflecting substantial changes from the Fall 2020 agenda.

Notable additions to the current agenda or changes from the Fall 2020 agenda include:

New to the agenda

• Rule 10b5-1
• Climate Change Disclosure
• Human Capital Management Disclosure
• Cybersecurity Risk Governance
• Rule 14a-8 Amendments
• Proxy Voting Advice
• Share Repurchase Disclosure Modernization

Moved from Long-Term Actions on the Fall 2020 agenda to the current Spring 2021 agenda

• Listing Standards for Recovery of Erroneously Awarded Compensation
• Corporate Board Diversity
• Incentive-Based Compensation Arrangements
• Pay Versus Performance

In addition, Proxy Process Amendments (i.e., proxy plumbing) was moved to Long-Term Actions on the current agenda from the Proposed Rule Stage on the Fall 2020 Agenda, and Listing Standards for Recovery of Erroneously Awarded Compensation was moved from the Fall 2020 Long-Term Actions to the current agenda in the Proposed Rule Stage.

The SEC’s current agenda also includes several new rulemaking items that aim to increase transparency by institutional investors: 

• Short Sale Disclosure Reforms (formerly on the Long-Term actions on the Fall 2020 Agenda)
• Disclosure Regarding Beneficial Ownership and Swaps
• Reporting of Proxy Votes on Executive Compensation and Other Matters (formerly on the Long-Term actions on the Fall 2020 Agenda)

The proxy vote reporting provision for 13F filers, which was mandated by the Dodd-Frank Act, was originally proposed in October 2010 but was never finalized.            

See the SEC’s release and our prior reports and comment letters on a number of these rulemaking activities:

• Rule 10b5-1: “SEC to Pursue Rule 10b5-1 Plan Reforms”
• Climate Change Disclosure: “SEC Launches Public Comment Period on Climate Change Disclosure” (Society comment letter)
• Human Capital: “SEC Adopts Reg. S-K Amendments” (Society comment letter)
• Cybersecurity Risk Governance: Society Testimony: “Legislative Proposals to Examine Corporate Governance” (re: 536, “Cybersecurity Disclosure Act”) (June 2018)
• Rule 14a-8/Shareholder Proposals; Senate Dems. Seek to Undo Shareholder Proposal Reforms” and “SEC Adopts Rule 14a-8 Reforms & Whistleblower Amendments” (Society comment letters: rulemaking and Nov. 2018 proxy process roundtable)
• Proxy Advisors: “SEC to 'Revisit' Proxy Advisor Rule & Guidance” and “SEC Moves on Proxy Advisor Reform” (Society comment letters: rulemaking and Nov. 2018 proxy process roundtable)
• Clawbacks: “SEC Proposes Claw-Back Rules” (Society comment letter)
• Pay Versus Performance: “SEC Proposes Pay-for-Performance Rules on 3/2 Vote” (Society comment letter)

As reported in last week’s Society Alert, the Society recently filed a comment letter in response to the reopening of the comment period for the SEC’s proposed universal proxy card rule.