Among other sound considerations addressed in Mintz's memo: "Preparation for 2018 Fiscal Year-End SEC Filings and 2019 Annual Shareholder Meetings" are those relating to the SEC's new hedging disclosure rule (reported on here).
The memo reminds companies that they may elect to either have standalone Item 402(b)(2)(xiii) and Item 407(i) Reg. S-K hedging policy disclosures, or incorporate their Item 407(i) disclosure into their CD&A Item 402 disclosure by including the information directly in or adding a cross-reference to the Item 407(i) disclosure. Item 402(b)(2)(xiii) identifies hedging policies as an example of the type of material information that may be disclosable in the CD&A.
In advance of the Item 407(i) disclosure mandate's effective date and with reference to ISS's proxy voting guidelines - which generally penalize directors associated with the company's hedging and pledging practices, the firm also suggests companies without hedging policies consider adopting them and voluntarily including disclosure in this year's proxy statement.
Additional topics covered include the new SRC definition and associated scaled disclosure and the Disclosure Update & Simplification amendments, implications of the recent elimination of the IRC §162(m) performance-based pay exception, say-on-frequency & say-on-pay, cybersecurity disclosure, non-GAAP measures, pay ratio disclosure, virtual meetings, board gender diversity, and more!