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Proxy & Annual Reporting Season Considerations & Guidance

By Randi Morrison posted 12-28-2023 06:16 PM

  

BakerHostetler’s Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations" provides an overview of the numerous adopted and proposed SEC rules that will inform forthcoming Form 10-K disclosures and provides guidance on content considerations for a host of other governance-related topics that may impact the Form 10-K or the proxy statement, including human capital, DE&I, and board composition and effectiveness.

Bryan Cave’sHot topics to consider for 2024 D&O questionnaires” identifies several topics of SEC and/or investor scrutiny that companies may wish to consider addressing in their D&O questionnaires for the upcoming proxy season, including director cyber and human capital experience/expertise, board diversity, Section 16 transactions and related reporting, and Rule 10b5-1 / non-10b-5-1 trading arrangements.

Mintz’s "Preparation for 2023 Fiscal Year-End SEC Filings and 2024 Annual Shareholder Meetings" offers information and tips for preparing the company's fiscal 2023 Form 10-K and 2024 proxy statement. Coverage includes SEC cyber disclosure requirements; MD&A and risk factor updates; a recap of management proxy proposals on officer exculpation (including shareholder support); compensation matters; select Glass Lewis policy updates; and more.

Perkins Coie’s Preparing for the 2024 Public Company Reporting Season” summarizes significant changes in SEC rules and other relevant laws and disclosure expectations that impact the proxy statement and annual report, including select proxy advisor and institutional investor focal areas. Reminders and hot topic coverage include code of conduct waivers, XBRL disclosure, Glass Lewis policy guidelines on stock ownership requirements, and more.

Skadden’s "Matters To Consider for the 2024 Annual Meeting and Reporting Season" is structured in the form of a convenient checklist of 20 disclosure topics based on SEC disclosure requirements and guidance, executive compensation-related developments, and annual meeting and corporate governance developments and trends. Substantive coverage of each topic of interest is available via  links conveniently accessible from the checklist on page 3.

Sullivan & Cromwell’s "Key Considerations for Upcoming 2023 Form 10-K and 20-F Filings" notes factors and circumstances companies should consider relative to forthcoming Form 10-K / Form 20-F disclosures regarding a wide array of geopolitical, economic, and regulatory developments and risks, and other emerging, evolving, and trending disclosure topics, supported by references to relevant SEC and other developments.

Access additional information & resources on our Proxy & Annual Reporting Season 2024 page.

                                  This post first appeared in the weekly Society Alert!

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