Bryan Cave Leighton Paisner’s “2022 Proxy Season – More Quick Hits” supplements its prior post (which we reported on here) based on recent developments, with additional guidance on director independence diligence, perk-related disclosure controls & procedures, climate change disclosure, and other topics.
Gibson Dunn's "Considerations for Preparing Your 2021 Form 10-K" identifies and elaborates on specific areas of focus and other relevant content and process considerations (including, e.g., benchmarking data, industry trends, and SEC hot button issues) for key disclosure topics including human capital, ESG, COVID-19, supply chain disruptions, and cybersecurity. The instructive memo also covers other important substantive and technical disclosure changes and considerations.
Goodwin’s inaugural “Form 10-K Compliance Guide” details items noted in its inaugural “Form 10-K Compliance Checklist” and includes a list of potential risk factor disclosure topics and considerations based on SEC focus areas and trends. Both the Checklist and Guide cover trending disclosure topics, SEC rule changes, technical compliance matters, and business updates.
"Preparation for 2021 Fiscal Year-End SEC Filings and 2022 Annual Shareholder Meetings" from Mintz offers information and numerous sound tips for preparing the company's fiscal 2021 Form 10-K and 2022 proxy statement. Coverage includes ESG-related developments (climate, HCM, board diversity), director overboarding, COVID-19 disclosure, clawback policies, proxy advisor guidelines, Rule 10b5-1 plans, SPACs, NYSE related party transaction requirements, cybersecurity disclosure, and more.
Shearman & Sterling's "2022 Proxy Season Quick Reference Guide" imparts several proxy disclosure and shareholder engagement-related recommendations on topics that are sure to continue to garner significant focus in 2022 with reference to its annual Corporate Governance & Compensation Survey (reported on here - see "Shearman"), accompanied by a convenient Proxy Drafting and Annual Meeting Housekeeping Checklist.
"Key Considerations for Fiscal Year 2021 Form 10-K and 20-F Filings" from Sullivan & Cromwell notes factors and circumstances companies should consider relative to disclosures regarding COVID-19, environment and climate, cybersecurity, non-GAAP, and other emerging/evolving risk disclosure topics, supported by references to relevant SEC guidance and other public communications and developments. The memo also provides an overview of key changes to select disclosure requirements and forms based on recent SEC rulemaking activities.
“They Want Their ESG! Top 10 Questions to Expect From Investors This Proxy Season” from Teneo is likely spot-on when it comes to the key ESG topics companies should be prepared to speak to this proxy season. Coverage includes board oversight structure, board diversity, ESG-linked pay, political activities aligned with the company’s sustainability-related pronouncements, and climate risk mitigation.
Access additional information & resources on our Annual Meeting and Proxy Season 2022 pages.
This post first appeared in the weekly Society Alert!