These resources from A&O Shearman: "Preparing for the 2025 Proxy Season” and “Preparing for your Annual report” include robust proxy drafting and annual report housekeeping checklists with links to relevant source materials, in addition to insights and recommendations drawn from the firm’s 22nd Annual Corporate Governance & Executive Compensation Survey, which we reported on here.
Debevoise & Plimpton’s “Key Considerations for the 2025 Proxy Season” outlines disclosure considerations for 2025 proxy statements, including equity grant, insider trading policy, cybersecurity, and AI governance disclosure; summarizes shareholder proposal and activism trends and updates to ISS and Glass Lewis voting policies; and offers practical recommendations, including as respects D&O questionnaires.
Gibson Dunn’s “Considerations for Preparing Your 2024 Form 10-K and 2025 Proxy Statement” identifies and elaborates on specific areas of focus and other relevant content and process considerations for key trending Form 10-K and proxy statement disclosure topics, including AI and geopolitical conflict (Form 10-K) and director time commitments, perks, and board diversity (proxy). The memo also covers other important substantive and technical disclosure changes and considerations.
“Key Disclosure Considerations for Your Upcoming Form 10-K and Proxy Statement” from K&L Gates summarizes new SEC disclosure requirements applicable to 2024 Form 10-Ks and 2025 proxy statements; provides focused guidance on Pay Versus Performance and risk factor disclosure; and identifies the most prevalent topics that prompted, and that are expected to prompt going forward, SEC comments, to inform companies’ drafting.
Mintz’s "Preparation for 2024 Fiscal Year-End SEC Filings and 2025 Annual Shareholder Meetings" offers information and tips for preparing the company's fiscal 2024 Form 10-K and 2025 proxy statement. Coverage includes SEC cyber disclosure requirements; insider trading policy disclosure; equity award disclosure; MD&A and risk factor updates; whistleblower protection enforcement; AI; ESG; and more.
Perkins Coie’s “Preparing for the 2025 Public Company Reporting Season” summarizes significant changes in SEC rules and other relevant laws and disclosure expectations that impact the 2025 proxy statement and 2024 annual report, including select proxy advisor and institutional investor focal areas. Reminders and hot topic coverage include clawback checkboxes and AI disclosure.
Skadden’s "Matters To Consider for the 2025 Annual Meeting and Reporting Season" is structured in the form of a convenient checklist of 20 disclosure topics and related considerations 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.
Among other disclosure considerations for 2024 Form 10-Ks and 2025 proxy statements, Thompson Hine’s “Securities Quarterly Update” suggests companies consider the impact of the new presidential administration on their business in relation to, e.g., tariffs, supply chains, ESG policies, and human capital programs, and associated disclosures.
Weil’s “Need to Know for 2025: Top 10 Tips for the Form 10-K” suggests disclosure topics and provides associated guidance by section of the Form 10-K based on relevant SEC staff comments, guidance, and enforcement activity; recent litigation; NYSE/Nasdaq listing standards; and topical risks and other salient developments.