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Reporting Requirements Executive Compensation

Fenwick & West LLP

SEC updates CDIs on Rule 10b5-1 plans, clawbacks, and de-SPAC transactions

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On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more

Keating Muething & Klekamp PLL

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

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The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Cooley LLP

Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs

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A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Clawback-Related Disclosure

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on...more

Mayer Brown Free Writings + Perspectives

New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants

On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more

Cooley LLP

Special Time-Sensitive Complications for the 2025 Proxy Season

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As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more

Troutman Pepper Locke

An Early Look at New Proxy Disclosures Regarding Stock Option Grant Timing

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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

White & Case LLP

Corporate Governance Key developments

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Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more

Saul Ewing LLP

Organizing Your Company’s Health and Welfare Plans Part 2: Creating a Committee Checklist

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In the prior article we discussed the reasoning behind creation of a health and welfare committee to oversee administration of the health and welfare plans. In creating a charter, a plan sponsor will need to decide whether to...more

Katten Muchin Rosenman LLP

Reminder for Public Companies Granting Stock Options and Stock Appreciation Rights: Don't Forget New Item 402(x) Disclosure

As public company issuers prepare for the 2025 reporting season, issuers should be reminded (or made aware) of the new executive compensation-related disclosure requirements. On December 14, 2022, the Securities and Exchange...more

Cooley LLP

Enforcement offers a reminder about disclosures of related-person transactions

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Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Fenwick & West LLP

2025 Reporting Season: Upcoming Disclosure Requirements for Your Form 10-K and Proxy Statement

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The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season and Other Recent SEC Developments

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This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more

Sullivan & Worcester

Deadline for Form 13F Filers for New Reporting Requirements on Executive Compensation Votes Rapidly Approaching

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The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Stark & Stark

Initial Form N-PX Filing Could Apply to Your Firm Even if You Don’t Vote Proxies!

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New Rule 14Ad-1 requires all institutional investment managers (i.e., including registered investment advisers that manage client assets-see below) that are 13F filers to report say-on-pay votes on the new version of Form...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

Pillsbury Winthrop Shaw Pittman LLP

Los Angeles Initiative Seeks to Impose $450,000 Cap on Annual Compensation of Executives in Health Care Facilities

The Los Angeles City Council will soon decide whether to adopt an initiative as an ordinance or refer it to voters for the 2024 ballot. If the initiative officially qualifies for the ballot, the Los Angeles City Council...more

Carlton Fields

Increased Visibility Into Fund Proxy Voting: SEC Adopts Controversial Requirements

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The SEC has adopted rule and form amendments requiring mutual funds, ETFs, and certain other registered funds (funds) to report more details about their voting of portfolio company proxies. ...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

Keating Muething & Klekamp PLL

Benefits Monthly Minute UPDATE: RxDC Reporting Relief

On December 23, 2022, FAQs were released outlining late-breaking RxDC Reporting Relief. Of note - 1. For the 2020 and 2021 data submissions that are due by December 27, 2022, the Departments will not take enforcement...more

K&L Gates LLP

Seven Years in the Making: The SEC Finally Adopts Final Clawback Rules

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Overview - On Wednesday, 26 October 2022, the U.S. Securities and Exchange Commission (the SEC), in a 3-2 vote, adopted final rules directing listing exchanges to require listed companies to establish, disclose, and enforce...more

White & Case LLP

SEC (Finally) Adopts Clawback Rules

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On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

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