Gibson Dunn's "Considerations for Preparing Your 2022 Form 10-K" identifies and elaborates on specific areas of focus and other content and process considerations with reference to relevant benchmarking data, industry trends, and SEC hot button issues for key disclosure topics, including human capital, climate change, macroeconomic issues, and cybersecurity. The instructive memo also covers other important substantive and technical disclosure changes and considerations.
Goodwin’s "Proxy Statement - Form Check Table" for December 31 fiscal year-end companies (to the extent relevant) is a convenient compliance and planning tool that pairs each section of Schedule 14A with a summary of the disclosure requirement, the source of the regulatory rule or instruction, and relevant guidance. The table includes cells for reviewer notes and comments and item compliance status. The beginning of the table summarizes recent SEC rule changes and other considerations for this year’s proxy statement.
Morrison & Foerster’s “Preparing for the 2023 Proxy Season” summarizes relevant proxy and annual reporting SEC regulatory developments (including P4P and Universal Proxy); recent SEC comment letters on board leadership disclosure; and staff guidance on non-GAAP measures that companies should review to inform their 2023 disclosures, as well as updates to ISS and Glass Lewis proxy voting policies.
Thomson Hine’s “Securities Quarterly Update” offers Form 10-K risk factor and other considerations (accompanied by links to relevant SEC guidance and other resources); suggests action items and notes recent developments that may influence proxy statement disclosure and related documentation; and identifies regulatory and other developments and trends that may affect proxy solicitation and annual meeting preparations.
"Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations" from White & Case covers Form 10-K "housekeeping" items (including D&O questionnaire updates) and key disclosure considerations, including those relating to non-GAAP measures, MD&A, macroeconomic and other developments, and ESG.
Access additional resources on our Proxy & Annual Reporting Season 2023, Annual Meeting/Proxy Statement, and Financial Reporting pages.
This post first appeared in the weekly Society Alert!