Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more
Public companies should be aware of new disclosure requirements for their upcoming Form 10-K filings for the fiscal year ended 31 December 2024 (2024 Form 10-K) and for their upcoming Proxy Statements to be filed in 2025...more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures...more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
It has been more than 30 years since the U.S. Securities and Exchange Commission (SEC) has significantly revised any disclosure requirements relating to employees. But in August 2020, after considering comment letters from...more
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season. Part I of this memo...more
As our clients and friends know, each year Mintz provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission...more
The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...more
With many year-end companies working on initial drafts of their 2020 proxy statements, we thought it might be worth sending a quick reminder of two recent rule changes – briefly summarized below – that will (modestly) impact...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by...more
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier....more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more